HLG Annual Report for the year ended 1 August 2025
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
1
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
1
PETER STEENSON
DIRECTOR
WARREN BELL
CHAIRMAN
HIGHLIGHTS 02
CHAIRMAN'S REPORT 04
SUSTAINABILITY MATTERS 06
HALLENSTEINS 12
GLASSONS 14
INDEPENDENT AUDITOR’S REPORT 16
FINANCIAL STATEMENTS 20
GENERAL DISCLOSURES 53
CORPORATE GOVERNANCE STATEMENT 58
SHAREHOLDER INFORMATION 67
DIRECTORY & CALENDAR 69
THIS ANNUAL REPORT IS DATED 31
OCTOBER 2025
AND IS SIGNED ON BEHALF OF THE BOARD BY
HIGHLIGHTS
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
2,588
TEAM MEMBERS
121
TOTA L STO R ES
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
SALES
UP 8.1%
39.46
PROFIT AFTER TAX
UP 14.4%
111.90
TOTAL EQUITY
231.22
TOTAL ASSETS
66.2
BASIC EARNINGS PER
ORDINARY SHARE
CENTS
47 0 .74
$
M
$
M
$
M
$
M
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
GROUP SALES
18.0%
OF GROUP
TURNOVER
$
47 0 .7
ONLINE SALES
M
REPORT
CHAIRMAN'S
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
18.0%
THE COMPANY ADVISES THAT
GROUP SALES FOR THE 12
MONTHS TO 1 AUGUST 2025
WERE $470.7 MILLION, AN
INCREASE OF 8.1% ON THE
PRIOR YEAR ($435.6 MILLION).
Gross margin at 59.3% was consistent with
the 59.4% realised in the prior year despite
a continued challenging foreign exchange
rate for inventory purchases, which was
lower than the prior corresponding period.
The audited net profit before tax for the
12 months was $58.4 million, an increase
of +12.1% on the prior corresponding
period ($52.1 million).
Group audited net profit after tax was
$39.5 million, an increase of +14.4% on the
prior corresponding period ($34.5 million).
The Group maintains a strong balance
sheet and working capital position.
GLASSONS — AUSTRALIA
Sales in Australia were $251.5 million
which was an increase of +15.3% on the
prior corresponding period inclusive of
sales from new and refurbished stores.
Net profit before tax was $34.2 million,
an increase of +16.1% on the prior year
($29.5 million).
Two new stores were opened during
the year. A store in Sunshine Coast,
Queensland, and Harbour Town Adelaide
opened in March 2025. Throughout
the year, the Werribee store in Victoria
was relocated and expanded, and
the Northland store in Victoria was
refurbished. In total we now have 40
stores in Australia, and we continue
to explore new store opportunities in
the Australian market when the right
opportunities arise. Glassons Australia
is currently working with its landlord on
a new purpose-built larger warehouse
with improved automation which will
ensure the business is prepared for future
growth. The warehouse is expected to
be ready in the second half of the 2026
financial year.
GLASSONS — NEW ZEALAND
Sales in New Zealand for the year were
$111.9 million, an increase of +1.7% on the
prior corresponding period. Net profit
before tax was $19.2 million, an increase of
+27.4% on the prior corresponding period
($15.0 million), continuing on from the
foundations set in the first half.
Over the year, the LynnMall, Shirley and
Queen Street stores were refurbished to
ensure the look of the stores represented
the brand through consistency with the
rest of the store network. A new store was
opened at the Manawa Bay Outlet Centre
near Auckland Airport in September,
and a new store was opened in Frankton,
Queenstown in July 2025. The Timaru store
was closed at the end of August 2024. Post
year end, the Hamilton central store has
been refurbished and has reopened in
late August.
HALLENSTEINS
Sales for the 12-month period of $107.3
million (including Australia), were flat on
the prior corresponding period. Net profit
before tax was $4.8 million, a decrease
of -36.4% on the prior corresponding
period ($7.5 million). While a challenging
year for the brand, the second half saw
encouraging improvements on the prior
corresponding period.
During the year, a new store concept
design was rolled out in the new Silverdale
store in Auckland in November, and a new
store was also opened in Manawa Bay
Outlet Centre in September. Our Queen
Street store has moved to an improved
location and reopened in October. At the
end of July 2025, the Upper Hutt store in
Wellington was closed. Post year end, our
Hamilton central store was refurbished
and reopened in September, and our
LynnMall store will be refurbished prior to
Christmas to ensure they maintain brand
standards. In Australia, the Robina pop-up
store has closed post end of year but will
be replaced by a larger permanent site in
November 2025. We continue to look for
further opportunities as they arise
in Australia.
E-COMMERCE AND DIGITAL
Digital sales represented 18.0% of Group
revenue for the year, in line with the prior
period, with overall online sales growing
+6.7% year-on-year. Customers continue
to embrace a true omni-channel approach
— browsing, buying, and engaging
seamlessly across both physical stores
and digital platforms.
The Group remains focused on delivering
a connected, frictionless experience
across all channels.
Looking ahead, we remain committed
to adopting new technology and
optimising our digital platforms to ensure
an industry-leading experience across
desktop, mobile, and in-store touchpoints.
DIVIDEND
The Directors have declared a final
dividend of 30.5 cents per share
(partially imputed at 56.5%) (26.5 cents
per share partially imputed at 75.6% last
year) to be paid on 12th December 2025.
Together with the interim dividend of
24.5 cents per share that was paid on
17th April 2025, the full year dividend
is 55.0 cents per share. The dividend
payment has grown as the Company’s
balance sheet continues to remain strong,
and inventory levels are well controlled.
FUTURE OUTLOOK
The first seven weeks of the new financial
year have delivered a solid start, with
Group sales up +12.9% on the prior
corresponding period, driven primarily
by the Australian market and the ongoing
contribution from stores opened or
refurbished in FY2025. Current trading
performance should not be seen as
indicative of results through the key
trading months in the lead up
to Christmas.
In New Zealand, trading conditions remain
mixed, with cost-of-living pressures
continuing to impact discretionary
spend across both brands despite some
moderate signs of improvement.
A further update will be provided at
the Annual Meeting of Shareholders
in December 2025.
WARREN BELL
CHAIRMAN
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
SUSTAINABILITY
MATTERS
IT HAS BEEN 6 YEARS SINCE WE RELEASED OUR
FIRST SUSTAINABILITY REPORT BACK IN 2020.
Made with care’ continues to embrace every facet of our operation –
from sourcing fabrics and supporting factory conditions, to reducing our
environmental footprint and nurturing a supportive culture for our people.
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
PRODUCT
PLANET
PEOPLE
Diverse
Workforce
To create an inclusive workplace culture.
Diversity & Inclusion
Safe Working
Environment
Deliver a workplace where employees feel
secure and enjoy a safe space.
Worker
wellbeing
Work-life
balance
Career
Development
Provide opportunity to further development
of career aspirations and goals.
Investing
in people
Training
& Education
Carbon Footprint
Provide meaningful change by reducing
and offsetting our carbon footprint.
Reduction roadmap
Climate Change
Preparation
Tackle climate change and build a globally
climate resilient business.
Mitigate
for future
scenarios
Minimising
risk to people,
communities
and property
Environmental
Impact
Minimise the environmental impacts of our
operations.
Reduce waste
Energy
efficiency
Cruelty
free fashion
Sourcing
Materials
Source materials that minimise the
environmental impact.
Affordability of products
Product
Stewardship
Support a considered transition
from a linear to a circular model.
End of life
Ethical Factories
Partnering with supplier factories that
uphold international labour rights.
Worker welfare
FOCUS AREAGOALIMPORTANT ISSUES
PILLARS
OUR VISION IS TO BUILD A BUSINESS ON A FIRM FOUNDATION OF INTEGRITY.
Every sustainability journey needs a framework to work to and measure progress against. Ours is based around
three broad pillars (Product, Planet and People) and under those we have developed areas of focus with the
important issues for us to address. Materiality assessments help us understand what is most important to our
stakeholders. The materiality results provide insights that feed into our framework.
Our sustainability framework communicates our strategy to staff, customers and shareholders.
Following is a summary of the report, but you can read the full version on the Group website at
https://www.hallensteinglasson.co.nz/sustainability once it is released by the end of November.
"AT THE HEART OF EVERYTHING WE DO IS HIGH QUALITY
FASHION THAT IS ACCESSIBLE TO EVERYONE, ALONGSIDE
UNPARALLELED CUSTOMER SERVICE."
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
GOVERNANCE – ESG LEADERSHIP
We take ESG — Environmental, Social and Governance — responsibilities seriously. Our
Sustainability Committee leads the Group’s overall sustainability strategy. It’s made up of
Board members, executive leaders and team members from across the business who bring
specialised knowledge and insight. When ESG issues have a wider impact on the company,
major decisions are escalated to the full Board for review and approval.
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
PRODUCT PILLAR
The fashion industry’s sustainable resource priorities
are shaped by diverse forces, from consumer
behaviour to regulation. At HGHL, our focus on
‘building in’ sustainability continues; this includes
sourcing responsibly, producing quality garments and
offering end-of-life solutions for our products.
QUALITY COMMITMENT
At the heart of our journey is an unwavering
commitment to quality — a value deeply rooted in our
brand’s heritage. Now, two years into our dedicated
efforts to elevate quality control we’ve built a strong
foundation to deliver quality that sets us apart.
TEXTILE WASTE
Over the last 5 years we’ve reported on the
partnerships we’ve developed to reduce the amount
of our textile going to landfill. We are proud to say
that our sample recycling, repurposing and upcycling
is now part of everyday life at HGHL and our
relationships continue to grow and strengthen.
OUR SUPPLY CHAIN
We don’t own or operate the factories that make our
products. But as an ethical fashion brand, we’re very
careful about who does. Our product currently comes from
factories in China, India, Bangladesh and Vietnam. We’re
proud to have long-standing relationships with suppliers
who understand what we expect and share our values.
Managing a supply chain is complex and we’re constantly
working to improve visibility and accountability across
every layer. To help get our supply chain transparency,
we often rely on trusted third-party audits and recognised
industry certifications.
DESIGN & LIFECYCLE: OUR PRODUCT
MANAGEMENT FOCUS
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
PLANET PILLAR
Within our sustainability framework you’ll see Carbon Footprint, Climate Change Preparation and
Environmental Impact are our focus areas. We continue our efforts to address these priorities.
TOWARDS CLIMATE RESILIENCE
Climate action for HGHL has been steadily ‘ramping up’ over a number of years – and we’ve shared our reporting and
results with you along the way. Over the last 24 months, we’ve stepped it up to another gear. Together with
our environmental agency Tadpole, we have been laser-focussed on understanding where our
carbon footprint is now, where we are headed, and our plans to reduce it in future.
This approach encompasses two things:
i) understanding and mitigating our contribution to climate change,
ii) building a climate resilient business. While we’ve been working on point one
for a number of years, building resilience is a relatively new and exciting focus for HGHL.
You can read the full version on the Group website at hallensteinglasson.co.nz/climate-related-disclosures.
Our FY25 Climate Related Disclosures will be available by the end of November.
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
PEOPLE PILLAR
Fostering diversity, promoting inclusion, and recognising our unconscious biases are foundational
values at HGHL and are important in building a respectful workplace, part of our Made with Care
philosophy. That means we treat each other with respect, communicate thoughtfully,
and follow our organisational values, Code of Conduct, and the law. Respect is powerful;
people who feel valued, work better together and create a positive atmosphere.
In FY25 we engaged specialist training for our teams.
Respectful Workplaces training — helping us to recognise our unconscious biases
Aggressive Customer Training — providing managers with practical tools and
knowledge to spot the early warning signs of aggressive behaviour,
how to de-escalate situations, and keep everyone safe at work.
Our sustainability report provides the opportunity to share our journey, progress and
challenges with our stakeholders. We look forward to reporting over the coming years.
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
TOTAL SALES
$
1 0 7. 3 0
M
NEW ZEALAND
AUSTRALIA
STORES
STORES
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
NEW ZEALAND
AUSTRALIA
STORES
STORES
NEW ZEALAND SALES
AUSTRALIAN SALES
UP 2%
UP 15%
$
$
251.52
111.91
M
M
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2025
16
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of
Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present
fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
•the consolidated statement of financial position as at 1 August 2025;
•the consolidated statement of comprehensive income for the year then ended;
•the consolidated statement of changes in equity for the year then ended;
•the consolidated statement of cash flows for the year then ended; and
•the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Certain partners and employees of our firm may deal with the Group on normal terms within the
ordinary course of trading activities of the business. Other than our capacity as auditor, we have no
other relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of
Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present
fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
•the consolidated statement of financial position as at 1 August 2025;
•the consolidated statement of comprehensive income for the year then ended;
•the consolidated statement of changes in equity for the year then ended;
•the consolidated statement of cash flows for the year then ended; and
•the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Certain partners and employees of our firm may deal with the Group on normal terms within the
ordinary course of trading activities of the business. Other than our capacity as auditor, we have no
other relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of
Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present
fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
•the consolidated statement of financial position as at 1 August 2025;
•the consolidated statement of comprehensive income for the year then ended;
•the consolidated statement of changes in equity for the year then ended;
•the consolidated statement of cash flows for the year then ended; and
•the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Certain partners and employees of our firm may deal with the Group on normal terms within the
ordinary course of trading activities of the business. Other than our capacity as auditor, we have no
other relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
17
PwC
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 August 2025, the Group held
$31.3 million of finished goods, net of
inventory adjustments of $0.2 million.
Given the size of the inventory balance,
and the estimates and judgements
described below, the valuation of
inventory required significant audit
attention and is a key audit matter.
As disclosed in note 3.2, inventories are
held at the lower of cost and net realisable
value. At year end, the valuation of
inventory is reviewed by management and
its cost is reduced where inventory is
forecasted to be sold below cost.
The inventory adjustment is determined
based on various factors including
historical data, inventory ageing, current
trends and specific product information
from buyers. Determining the appropriate
level of provisioning involves judgement
and the application of assumptions
including management's estimation of
future selling prices.
Our audit procedures included:
•testing, on a sample basis, the accuracy of
inventory costing to supporting documentation and
calculations;
•considering the level of aged inventory, inventory
turnover levels and enquiries with management;
•performing analytical procedures on balances
supporting inventory provisions to assess their
reasonableness and that the provision amounts
were within expectations;
•considering the results of our testing and in
conjunction with management enquiries
determined whether any specific write downs were
required; and
•reviewing the appropriateness of disclosures in the
financial statements.
Our audit approach
Overview
Overall group materiality: $2.9 million, which represents approximately
5% of Group profit before tax.
We chose Group profit before tax as the benchmark because, in our
view, it is the benchmark against which the performance of the Group is
most commonly measured by users, and is a generally accepted
benchmark.
Our Group audit scoping focussed on those components that are
financially significant to the Group. Specified audit and/or analytical
procedures were performed over certain residual components.
As reported above, we have one key audit matter, being inventory
valuation.
INDEPENDENT AUDITOR’S REPORT
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of
Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present
fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
•the consolidated statement of financial position as at 1 August 2025;
•the consolidated statement of comprehensive income for the year then ended;
•the consolidated statement of changes in equity for the year then ended;
•the consolidated statement of cash flows for the year then ended; and
•the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Certain partners and employees of our firm may deal with the Group on normal terms within the
ordinary course of trading activities of the business. Other than our capacity as auditor, we have no
other relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PwC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a
whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Indumin
Senaratne (Indy Sena).
For and on behalf of
PricewaterhouseCoopers Auckland
26 September 2025
18
PwC
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures, and to evaluate the effect of misstatements, both
individually and in the aggregate, on the financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report and the Climate-Related Disclosures, but does not include
the financial statements and our auditor’s report thereon. The Annual Report and the Climate-Related
Disclosures are expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such
internal control as the Directors determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern, and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
INDEPENDENT AUDITOR’S REPORT
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of
Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present
fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
•the consolidated statement of financial position as at 1 August 2025;
•the consolidated statement of comprehensive income for the year then ended;
•the consolidated statement of changes in equity for the year then ended;
•the consolidated statement of cash flows for the year then ended; and
•the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Certain partners and employees of our firm may deal with the Group on normal terms within the
ordinary course of trading activities of the business. Other than our capacity as auditor, we have no
other relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PwC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a
whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Indumin
Senaratne (Indy Sena).
For and on behalf of
PricewaterhouseCoopers Auckland
26 September 2025
19
PwC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a
whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Indumin
Senaratne (Indy Sena).
For and on behalf of
PricewaterhouseCoopers Auckland
26 September 2025
PwC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a
whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Indumin
Senaratne (Indy Sena).
For and on behalf of
PricewaterhouseCoopers Auckland
26 September 2025
INDEPENDENT AUDITOR’S REPORT
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the financial statements) of
Hallenstein Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present
fairly, in all material respects, the financial position of the Group as at 1 August 2025, its financial
performance, and its cash flows for the year then ended in accordance with New Zealand Equivalents
to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group's financial statements comprise:
•the consolidated statement of financial position as at 1 August 2025;
•the consolidated statement of comprehensive income for the year then ended;
•the consolidated statement of changes in equity for the year then ended;
•the consolidated statement of cash flows for the year then ended; and
•the notes to the consolidated financial statements, comprising material accounting policy
information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Certain partners and employees of our firm may deal with the Group on normal terms within the
ordinary course of trading activities of the business. Other than our capacity as auditor, we have no
other relationship with, or interests in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 1 AUGUST 2025
$’000NOTE20252024
Sales revenue2.1470,740435,635
Cost of sales2.1(191,476)(176,904)
Gross profit279,264258,731
Other operating income2.2475353
Selling expenses(161,183)(152,844)
Distribution expenses(16,959)(15,552)
Administration expenses(40,565)(36,392)
Total expenses(218,707)(204,788)
Operating profit61,03254,296
Finance income2.12,0351,957
Finance expense2.1, 2.2(4,689)(4 ,1 6 8)
Profit before income tax58,37852,085
Income tax expense6.1(18,917)( 17, 59 9)
Net profit after tax attributable to the shareholders
of the Holding Company2.139,46134,486
Other comprehensive income
– Items that will not be reclassified to profit or loss
Fair value (Loss)/Gain (net of tax) on revaluation of
land and buildings
6.1(20)(42 1)
– Items that may be subsequently reclassified to profit or loss
Fair value (Loss)/Gain (net of tax) in cash flow hedge reserve6.1(635)(63)
Movement in foreign currency translation reserve265-
Total comprehensive income for the year attributable
to the shareholders of the Holding Company39,07134,002
Earnings per share
Basic earnings per share2.4 66.2 57. 8
Diluted earnings per share2.4 66.1 57. 8
The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these
Consolidated Financial Statements.
20
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 1 AUGUST 2025
$’000NOTE20252024
Equity
Contributed equity5.129,27929,279
Asset revaluation reserve26,08526,105
Cashflow hedge reserve301936
Foreign currency translation reserve265-
Share option reserve37-
Retained earnings55,92846,887
Total Equity111,895103,207
Represented by
Current assets
Cash and cash equivalents3.158,33345,915
Trade and other receivables366407
Advances to employees732847
Prepayments3,6465,841
Inventories3.231, 27427, 4 8 4
Derivative financial instruments7. 51,0621,317
Total current assets95,41381,811
Non-current assets
Property, plant and equipment4.262,15558,779
Right of use assets4.163,78567,029
Investment property4.33,0203,080
Intangible assets1,273993
Deferred tax6.25,5707, 323
Total non-current assets135,803137, 20 4
Total assets231,216219,015
Current liabilities
Trade payables11,3419,828
Employee benefits7.19,8778,928
Other payables18,44815,400
Lease liabilities4.126,68026,691
Derivative financial instruments7. 56392
Taxation payable2,3762,466
Total current liabilities69,36163,315
Non-current liabilities
Lease liabilities4.149,96052,493
Total liabilities119,321115,808
Net assets111,895103,207
The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these Consolidated
Financial Statements. The Consolidated Financial Statements are signed for and on behalf of the Board and were authorised for issue
on 26 September 2025.
GRAEME POPPLEWELL
DIRECTOR
26 SEPTEMBER 2025
PETER STEENSON
DIRECTOR
26 SEPTEMBER 2025
21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 1 AUGUST 2025
$’000
NOTE
SHARE
CAPITAL
TREASURY
STOCK
ASSET
REVALUATION
RESERVE
CASH
FLOW
HEDGE
RESERVE
SHARE
OPTION
RESERVE
FOREIGN
CURRENCY
TR ANSL ATION
RESERVE
TOTAL
EQUITY
Balance at 1 August 202329,279(1,139)26,526999294-40,71796,676
Comprehensive income
Profit for year------34,48634,486
Revaluation net of tax6.1--(42 1)----(42 1)
Cash flow hedges net of tax6.1---(63)---
Total comprehensive income --(421)(63)--34,002
Transactions with owners
Sale of treasury stock
5.1,
5.2
-141-----141
Dividends
2.3,
5.1
-29----(28,632)(28,603)
Increase in share option
reserve
----43--43
Share options exercised5.1-948----948
Transfer of share option
reserve to retained earnings
----(337)--
(Gain) / Loss on sale of
treasury stock transferred to
retained earnings5.1-21-----
Total transactions with
owners-1,139--(294)-(28,316)(27, 47 1)
Balance at 1 August 202429,279-26,105936--46,887103,207
Comprehensive income
Profit for year------39,46139,461
Revaluation net of tax6.1--(20)----(20)
Cash flow hedges net of tax6.1---(635)---(635)
Foreign currency translation
reserve
-----265-265
Total comprehensive income --(20)(635)-26539,46139,071
Transactions with owners
Dividends 2.3------(30,420)(30,420)
Increase in share option
reserve
----37--37
Total transactions with
owners
----37-(30,420)(30,383)
Balance at 1 August 202529,279-26,0853013726555,928111,895
The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these Consolidated
Financial Statements.
337
(63)
(21)
RETAINED
EARNINGS
34,486
-
22
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2025
$’000NOTE20252024
Cash flows from operating activities
Cash was provided from:
Sales to customers471,282435,154
Rent received2.2231248
Interest income2.12,0311,951
Interest on debtors2.146
473,548437,359
Cash was applied to:
Payments to suppliers278,908252,304
Payments to employees84,35678,808
Interest paid on leases2.24,6894,168
Taxation paid16,99016,769
384,943352,049
Net cash flows from operating activities88,60585,310
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and intangible assets89168
Repayment of employee advances115261
204429
Cash was applied to:
Purchase of property, plant and equipment and intangible assets4.215,83015,944
15,83015,944
Net cash flows applied to investing activities(15,626)(15,515)
Cash flows from financing activities
Cash was provided from:
Sale of treasury stock and dividends5.1, 5.2-170
-170
Cash was applied to:
Dividend paid2.330,42028,632
Lease liability payments4.130,14127, 8 9 6
60,56156,528
Net cash flows applied to financing activities(60,561)(56,358)
Net increase/(decrease) in funds held12,41813,437
Cash and cash equivalents at the beginning of the year45,91532,478
Cash and cash equivalents at the end of the year3.158,33345,915
The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these
Consolidated Financial Statements.
23
CONSOLIDATED STATEMENT OF CASHFLOWS CONTINUED
FOR THE YEAR ENDED 1 AUGUST 2025
$’000
NOTE20252024
Net profit after taxation39,46134,486
Add/(deduct) items classified as investing or financing activities
Loss/(Gain) on sale of plant and equipment2.22528
Add/(deduct) non cash items
Depreciation and amortisation2.240,62938,516
Gain on termination of lease2.2-(112)
Net fair value loss on investment property2.2 60 128
Deferred taxation6.22,017(1,045)
Share option expense3743
Foreign currency translation reserve265-
Add/(deduct) movements in working capital items
Taxation payable(90)1,876
Trade and other receivables and prepayments2,236(49 9)
Trade and other payables and employee benefits7,7787, 8 6 8
Inventories(3,790)3,521
Net cash flows from operating activities88,60585,310
RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES
The Notes to the Consolidated Financial Statements form an integral part of and are to be read in conjunction with these
Consolidated Financial Statements.
24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
1. BASIS OF PREPARATION
This section presents a summary of information considered relevant and material to assist the reader in understanding
the foundations on which the financial statements as a whole have been compiled. Material accounting policies specific
to notes shown in other sections are disclosed in a shaded box and are included as part of that particular note.
1.1 GENERAL INFORMATION
Reporting entity
Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”)
is a retailer of men’s and women’s clothing in New Zealand and Australia.
The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered
office is Level 3, 235-237 Broadway, Newmarket, Auckland.
Statutory base
Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC reporting
entity under Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the New Zealand Stock
Exchange (NZX). The financial statements of the Group have been prepared in accordance with the requirements of
Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
The financial statements were approved for issue by the Board of Directors on 26 September 2025.
25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
1.2 GENERAL ACCOUNTING POLICIES
Statement of compliance
These financial statements for the year ended 1 August 2025 have been prepared in accordance with
Generally Accepted Accounting Practice in New Zealand (GAAP). They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and
authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements comply with
International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
Basis of preparation of financial statements
The principal accounting policies adopted in the preparation of the financial statements are set out below. These
policies have been consistently applied to all the periods presented, unless otherwise stated.
The reporting currency used in the preparation of these financial statements is New Zealand dollars, rounded
where necessary to the nearest thousand dollars.
Entities reporting
The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein Glasson
Holdings Limited and its subsidiaries, together they are referred to in these financial statements as
'the Group'. The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
lntercompany transactions, balances and unrealised gains and losses on transactions between Group companies are
eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by the Group.
20252024
Hallenstein Bros Limited100%100%Retail of menswear in New Zealand
Hallensteins Australia Pty Limited100%100%Retail of menswear in Australia
Glassons Limited100%100%Retail of womenswear in New Zealand
Glassons Australia Pty Limited100%100%Retail of womenswear in Australia
Hallenstein Properties Limited100%100%Property ownership in New Zealand
INVESTMENTS IN SUBSIDIARIES
PRINCIPAL SUBSIDIARIES
INTEREST HELD BY
PARENT AND GROUP
PRINCIPAL ACTIVITIES
1. BASIS OF PREPARATION (CONTINUED)
26
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the
revaluation of investment property, land and buildings and certain financial assets and liabilities (including
derivative instruments) measured at fair value.
CLIMATE RELATED RISKS
Transactions and balances
As part of its risk management framework, the Group continues to monitor its exposure to risk, including climate
related risks and regulatory related reporting requirements. For the year ended 1 August 2025, the Group
completed its second climate related risk assessment in accordance with the Aotearoa New Zealand Climate
Standards. Based on this assessment, no climate-related risks or opportunities were identified that have a
material impact on the financial statements, and there are no specific disclosures to note. The identified climate
related risks and opportunities including both physical and transitional impacts have been considered as part of
the below critical accounting estimates, judgements and assumptions.
Our Climate Related Disclosure will be published by the end of November 2025 on our website -
https://www.hallensteinglasson.co.nz/climate-related-disclosures.
Critical accounting estimates, judgements and assumptions
The preparation of financial statements in conformity with NZ IFRS and IFRS Accounting Standards require the
use of certain critical accounting estimates. It also requires management to exercise its judgement in the process
of applying the Group's accounting policies.
Property, plant and equipment/Right of use Assets: The Group has assessed whether the carrying value of its
property, plant and equipment and right of use assets have suffered any impairment since they were acquired.
The recoverable amounts of cash generating units (at a store level) have been determined based on value in use
calculations. These calculations require the use of estimates and projections of future operating performance.
Inventory provision: The Group assessed the inventory provision using management judgement which considers
a range of factors including the review of historical data, the age of inventory and current selling price trends to
determine the appropriateness of the provision.
Revaluation of land and buildings: The fair value of the Group's land and buildings is determined by the
Board following an independent valuation undertaken at least every three years. The basis of the valuation is
assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an income
capitalisation approach. The key assumptions are disclosed in note 4.2.
Revaluation of investment property: The fair value of the Group's investment property is determined by the
Board following an independent valuation undertaken annually. The basis of the valuation is assessed within
a range indicated by two valuation approaches: discounted cash flow analysis and an income capitalisation
approach. The key assumptions are disclosed in note 4.3.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
Items included in the financial statements for each of the Group's operations are measured using the currency of
the primary economic environment in which it operates ('the functional currency'). The financial statements are
presented in New Zealand dollars, which is the Group's presentational currency.
Effective 2 August 2024, Glassons Australia and Hallensteins Australia, previously registered as branches in
Australia, became separate companies registered with the Australian Securities and Investments Commission
(ASIC) under Part 5B.1 of the Corporations Act 2001 (Cth) (Australia). As a result, the Group now has two
operating subsidiaries in Australia.
As part of the domiciliation of these companies, the functional currency of the Australian branches/subsidiaries
have been reassessed. Over time there has been a gradual change in operations in Australia which has culminated
in converting the branches to subsidiaries as noted above. Management has further determined that a change in
functional currency from New Zealand Dollars (NZD) to Australian Dollars (AUD) upon the restructuring of the
Australian branches on the 2 August 2024 is appropriate.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
1. BASIS OF PREPARATION (CONTINUED)
27
1. BASIS OF PREPARATION (CONTINUED)
2. PERFORMANCE
2.1 SEGMENT INFORMATION
The Board of Directors considers the business from both a product and geographic perspective as follows:
— Hallensteins (Hallensteins Ltd (New Zealand) and Hallensteins Australia Pty Limited (Australia))
— Glassons Limited (New Zealand)
— Glassons Australia Pty Limited (Australia)
— Hallenstein Properties Limited (New Zealand) (Property)
— Hallenstein Glasson Holdings Limited - Parent (New Zealand)
The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from
external parties reported to the Board of Directors are measured in a manner consistent with that in the
consolidated statement of comprehensive income. There are no material revenues derived from a single
external customer.
Operating segments are reported in a manner consistent with the internal reporting provided to the Board
of Directors. The Board of Directors is the chief operating decision maker and is responsible for allocating
resources and assessing performance of the operating segments and they delegate that authority through
the CEO of each operating segment.
The results and financial position of all the Group entities that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
— Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that
balance sheet;
— Income and expenses for each statement of comprehensive income are translated at average exchange rates;
and
— All resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations,
and other currency instruments designated as hedges of such investments, are taken to other comprehensive
income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
28
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Segment revenue120,303219,440108,359-1,002449,104
Intercompany segment revenue(10,241)(1,317)(909)-(1,002)(13,469)
Sales revenue from external customers
110,062218,1231 07, 450--435,635
Cost of sales(49,1 91)(83,862)(43 , 8 5 1)--(176,904)
Finance income348721718-1701,957
Finance expense(1,415)(1,625)(1,105)-(23)(4 ,1 6 8)
Depreciation and amortisation(11,143)(16,593)(10,166)(524)(90)(38,516)
Profit/(loss) before income tax
15,03929,4667, 47925852,085
Income tax expense
(4 , 2 5 5)(9,969)(2,141)(1,278)( 17, 59 9)
Net profit/(loss) after income tax10,78419,4975,338(1,020)34,486
STATEMENT OF FINANCIAL POSITION
Current assets24,17026,07222,052
6,010
3,50781,811
Non-current assets40,70453,51022,253
20,737
-137, 20 4
Current liabilities16,60030,96915,360
396
63,315
Non-current Liabilities17, 5 3525,7859,173
-
-52,493
Purchase of property, plant and
equipment and intangibles assets
3 ,7748,0294,13110-15,944
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIA
HALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Segment revenue123,487252,849108,632-1,142486,110
Intercompany segment revenue(11,575)(1,325)(1,328)-(1,142)(15,370)
Sales revenue from external customers
111,912251,5241 07, 30 4--470,740
Cost of sales(48,679)(96,839)(45,958)--(191,476)
Finance income379946564-1462,035
Finance expense(1,360)(2,058)(1,242)-(29)(4,689)
Depreciation and amortisation(11,338)(19,127)(9,527)(525)(112)(40,629)
Profit/(loss) before income tax19,16234,2174,755324(80)58,378
Income tax (expense)/benefit(5,719)(11,742)(1,451)(23)18(18,917)
Net profit/(loss) after income tax13,44322,4753,304301(62)39,461
STATEMENT OF FINANCIAL POSITION
Current assets27,99835,83421,0906,6593,83295,413
Non-current assets40,42746,94328,14420,289-135,803
Current liabilities18,32834,87615,49931634269,361
Non-current liabilities15,77319,94614,241--49,960
Purchase of property, plant and
equipment and intangibles assets
4,5097,0374,21470-15,830
SEGMENT RESULTS
For the year ended 1 August 2025
2. PERFORMANCE (CONTINUED)
For the year ended 1 August 2024
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
(157)
44
(113)
(10)
29
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,
excluding Goods and Services Tax, net of rebates and discounts and after eliminating sales within the Group.
Revenue is recognised as follows:
Sales of goods — Retail
Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store
sales, control passes to the customer at the point of sale. For online sales, the order and the delivery to
the customer are considered to comprise a single performance obligation, therefore control passes to the
customer when the goods are delivered. Retail sales are usually in cash, credit card, debit card or by various
pay later services. The recorded revenue is the gross amount of sale (excluding GST), including credit card
fees and service fees payable for the transaction. Such fees are included in selling expenses.
The Group offers customers the option of purchasing gift cards. This is considered deferred revenue until
such time where the customer redeems the gift card on future purchases. A contract liability for the purchase
of a gift card is recognised at the time of the sale. Revenue is recognised when the gift card is redeemed, or,
for the portion not expected to be redeemed (breakage), in line with expected redemption patterns, with any
remaining balance recognised when they expire.
As at 1 August 2025, the gift card liability balance recognised under "Other payables" was $2.47M (2024:
$2.22M, 2023: $2.61M).
Interest income
Interest income is recognised using the effective interest method.
Rental income
Rental income from operating leases (net of any incentives) is recognised on a straight-line basis over the
lease term.
2.2 INCOME AND EXPENSES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
2. PERFORMANCE (CONTINUED)
30
2.2 INCOME AND EXPENSES (CONTINUED)
INCOME AND EXPENSES
Profit before income tax includes the following specific income and expenses:
$’00020252024
Other operating income
Rental income231248
Insurance proceeds244105
Expenses
Occupancy costs9,5149,355
Auditor's Remuneration
Audit of Financial Statements — PwC New Zealand337249
Other Services - Performed by PwC Australia
1
-18
Directors’ fees718698
Wages, salaries and other short term benefits85,30580,753
Depreciation of property, plant and equipment11,50411,415
Depreciation of right of use assets28,52626,604
Amortisation of software599497
Total depreciation and amortisation40,62938,516
Net fair value loss on investment property60128
Interest on leases4,6894,168
Gain on termination of lease-(112)
Loss/(gain) on disposal of property, plant and equipment2528
1
Amount paid in respect of tax compliance and tax advisory services provided in Australia.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
2. PERFORMANCE (CONTINUED)
31
BASIC
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number
of ordinary shares outstanding during the year.
DILUTED
Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of ordinary
shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has granted shares
under a Long-Term Incentive Plan (LTIP) during the financial year. These are considered potential ordinary shares
and included in the calculation of diluted earnings per share. The impact of these potential shares is to increase the
weighted average number of shares outstanding by 36,873 in 2025 (2024: Nil). Subsequent to the end of the financial
year, these LTIP shares have lapsed and will not result in the issuance of ordinary shares.
Earnings per share
$’00020252024
Profit after tax39,46134,486
Weighted average number of ordinary shares outstanding59,64959,649
Basic earnings per share (cents per share)66.257. 8
Effect of LTIP share scheme diluted weighted average number of shares37-
Diluted earnings per share (cents per share)66.157. 8
Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus
elements in ordinary shares issued during the period.
2.4 EARNINGS PER SHARE
DIVIDENDS2025202420252024
Cents per
share
Cents per
share
$’000$’000
Final dividend for the year ended 1 August 202426.5015,806
Interim dividend for the year ended 1 August 202524.5014,614
Final dividend for the year ended 1 August 202324.0014,316
Interim dividend for the year ended 1 August 202424.0014,316
Total51.0048.0030,42028,632
2.3 DIVIDENDS
Provision is made for the amount of any dividend declared on or before the balance date but not distributed at
balance date.
Dividends paid were partially imputed. Supplementary dividends of $244,972 (2024: $177,160) were paid to shareholders
not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.
2. PERFORMANCE (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
32
The carrying amount of cash and cash equivalents equals the fair value.
3. WORKING CAPITAL
3.1 CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash at bank, cash on hand, EFTPOS (electronic funds transfer point
of sale) transactions which have not been cleared by the bank at balance date, deposits held at call with
financial institutions, other short-term highly liquid investments with original maturities of three months or
less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts.
Consolidated statement of cash flows
The following are the definitions of the terms used in the consolidated statement of cash flows:
(I.) Cash comprises cash and cash equivalents.
(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and
equipment, investments and employee advances.
(III.) Financing activities are those activities which result in changes in the size and composition of the capital
structure of the Group. This includes lease payments, equity and debt not falling within the definition of
cash. Dividends paid are included in financing activities.
(IV.) Operating activities include all transactions and other events that are not investing or financing activities.
Cash and cash equivalents
$’00020252024
Cash at bank56,64144,470
Short term bank deposits1,6041,364
Cash on hand8881
Total cash and cash equivalents58,33345,915
3.2 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted
average method and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course of
business, less applicable variable selling expenses, excluding borrowing costs. The Group assesses the likely
net residual value of inventory. Stock provisions are recognised for inventory which is older than two years
and for inventory which is expected to sell for less than cost. Management will also use their judgement to
assess whether any further provisions are required based on style performance, current trends and specific
product information from buyers.
Inventory adjustments are provided at year end for stock obsolescence within cost of sales in the Consolidated
Statement of Comprehensive Income. The cost of inventories recognised as an expense and included in cost of
sales amounted to $189,677,388 (2024: $176,649,177).
Inventories
$’00020252024
Finished goods31,47927, 659
Inventory adjustments
(205)(175)
Net inventories31, 27427, 4 8 4
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
33
4.1 LEASES
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of the remaining lease payments.
Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount
of the lease liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated
using the straight-line method from the commencement date to the end of the lease term.
The Group leases retail stores under non-cancellable operating leases expiring within one to six years. There
is a small portion of lease contracts which contain renewal rights. In considering the lease term for these
contracts, the Group has determined that rights of renewals are not reasonably certain to be exercised due
to the nature and location of the stores and the changing retail environment. It is the Group's strategy to
renegotiate the terms of all leases at their expiry instead of exercising renewal rights. This agile strategy is
enabled by having stores relatively small in size and not highly customised, and therefore relatively straight
forward to move locations. In addition, with the current retail market uncertainty the Group needs to
maintain a degree of flexibility.
Both right-of-use assets and lease liabilities are discounted applying the interest rate implicit in the lease.
If that rate cannot be determined, the lessee's incremental borrowing rate is used, being the rate that the
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar
economic environment with similar terms and conditions.
Short term leases where the Group is the lessee
Leases in which a material portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the profit or loss in the Consolidated Statement of Comprehensive Income on a
straight line basis over the period of the lease.
The Group is the lessor
Assets leased to third parties under operating leases are included in Investment Property in the Consolidated
Statement of Financial Position. Rental income (net of any incentives given to lessees) is recognised on a
straight line basis over the lease term. Lease receivables are disclosed under Note 4.3.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
4. LONG TERM ASSETS
34
The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.
Right of use assets
$’00020252024
Opening net book value 67,02 9 65,285
Depreciation(28,526) (26,604)
Modifications and additions 25,267 30,253
Lease terminations - (2,104)
FX impact 15 199
Carrying amount 63,785 67,029
Lease liabilities
$’000
20252024
Opening lease liabilities 79,184 76,325
Lease modifications and additions 27,619 32,724
Interest for the period 4,689 4,168
Lease payments made(34,830) (32,064)
Lease terminations - (2,216)
FX impact(22) 247
Closing lease liabilities 76,640 79,184
4. LONG TERM ASSETS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
35
4. LONG TERM ASSETS (CONTINUED)
Lease liabilities maturity analysis for the year ended 1 August 2025
$’000
MINIMUM LEASE
PAYME NTS
INTERESTPRESENT
VALUE
Due within one year 30,427 (3,747) 26,680
One to two years 22,309 (2,446) 19,863
Two to five years 30,014 (2,368) 27, 6 46
Later than five years 2,737 (286) 2,451
Total 85,487 (8,847) 76,640
Current 26,680
Non-current 49,960
Total 76,640
Lease related expenses included in the consolidated statement of comprehensive income:
$’000
20252024
Depreciation 28,526 26,604
Rent on short-term leases 9,514 9,355
Gain on lease termination - (112)
Interest on leases
4,689 4,168
Total 42,729 40,015
Lease commitments
The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2025 (2024: $Nil).
Lease liabilities maturity analysis for the year ended 1 August 2024
$’000
MINIMUM LEASE
PAYME NTS
INTERESTPRESENT
VALUE
Due within one year 30,354 (3,663) 26,691
One to two years 24,640 (2,413) 22,227
Two to five years 30,225 (2,143) 28,082
Later than five years 2,267 (83) 2,184
Total 87, 4 8 6 (8,302) 79,184
Current 26,691
Non-current 52,493
Total 79,184
Lease payments included in the consolidated statement of cash flows:
$’000
20252024
Interest paid on leases (operating activities) 4,689 4,168
Payments for lease liabilities principal (financing activities)
30,141 27, 8 9 6
Total cash outflows from leases 34,830 32,064
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
36
4.2 PROPERTY, PLANT AND EQUIPMENT
4. LONG TERM ASSETS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
Recognition and measurement
Land and buildings located in Napier were valued on 1 August 2025 by CBRE Limited, Land and buildings
located in East Tamaki and Christchurch were valued on 1 August 2024 by Fordbaker Valuation Limited and
Colliers International respectively, (collectively "the valuers"), who are independent registered valuers and
associates of The New Zealand Institute of Valuers. The valuers have recent experience in the location and
category of the item being valued. The fair values of the assets represent the estimated price for which a
property could be sold on the date of valuation in an orderly transaction between market participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: Income
capitalisation approach and discounted cash flow analysis. These valuation approaches and the key assumptions
used by the valuers to arrive at fair value have been summarised in Note 4.3.
At each reporting date, where an external valuation report is not obtained the most recent valuation reports are
reviewed by the management team. Valuations are performed with sufficient regularity to ensure that the fair
value does not differ materially from its carrying amount. Confirmation was obtained from the valuers that the
valuations from 1 August 2024 were still appropriate as at 1 August 2025.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there
were no transfers between levels of the fair value hierarchy.
Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in
determining fair value. These have been disclosed in the 2024 Annual Report which can be accessed via the
website:
https://www.hallensteinglasson.co.nz/annual-report
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other
comprehensive income and shown as an asset revaluation reserve in shareholders' equity. Decreases that offset
previous increases of the same asset are charged in other comprehensive income and debited against the asset
revaluation reserve directly in shareholders' equity; all other decreases are charged to the profit or loss in the
consolidated statement of comprehensive income.
All other property, plant and equipment is stated at historical cost less accumulated depreciation and
impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
This cost includes labour attributable to bringing the assets to the location and working condition for its
intended use.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate
their cost, net of their residual values, over their estimated useful lives, as follows:
— Buildings 67 years
— Plant and equipment 2
— 5 years
— Furniture and fittings 5
— 10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.
Impairment
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying
amount is greater than its estimated recoverable amount. Assets that are subject to depreciation are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable, for example a planned store closure, withdrawal from a business segment, or assessment of loss-
making stores. Assets are grouped at the lowest levels for which there are separately identifiable cash flows;
a store's assets is the relevant cash generating unit. If, in a subsequent period, the amount of the impairment
loss decreases and it can be related objectively to an event occurring after the impairment was recognised,
the reversal of the previously recognised impairment loss is recognised in the consolidated statement of
comprehensive income.
37
4. LONG TERM ASSETS (CONTINUED)
Impairment (continued)
The value in use calculation evaluates recoverability based on the stores' forecasted discounted cash flows,
which incorporate estimated sales, margin & expense growth based upon current plans for the store.
Key assumptions in the determination of recoverable amount are:
— the estimate of future cash flows of the store incorporating reasonable sales growth and margin
improvement; and
— the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the
forecast cash flows.
The Group has performed an assessment to determine whether there is any sensitivity to changes in key
assumptions. As a result of the sensitivity analysis and impairment testing performed, it was determined
that no material risks of impairment existed as at 1 August 2025 (2024: $Nil).
Disposal
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are
included in the consolidated statement of comprehensive income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
FOR THE YEAR ENDED 1 AUGUST 2024
FOR THE YEAR ENDED 1 AUGUST 2025
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV11,23518,63622,3536,55558,779
Additions
- 709,7355,10814,913
Disposals
- - (65)(60)(125)
Depreciation
- (615)( 7,72 5)(3,164)(11,504)
Revaluations
- (28) - - (28)
FX Impact
- - 89 31 120
Closing NBV11,23518,06324,3878,47062,155
Cost/Valuation11,23518,61682,53633,840146,227
Accumulated depreciation
- (553)(58,238)(25,401)(84,192)
FX Impact
- - 8931120
Closing NBV11,23518,06324,3878,47062,155
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV11,02520,13819,7895,41556,367
Additions -
- 10,5624,59315,155
Disposals -
- (308)(354)(662)
Depreciation -
(626)( 7, 69 0)(3,099)(11,415)
Revaluations210
(876) - - (666)
Closing NBV11,23518,63622,3536,55558,779
Cost/valuation11,23518,63676,70929,630136,210
Accumulated depreciation -
- (54,356)(23,075)(77,431)
Closing NBV11,23518,63622,3536,55558,779
38
4. LONG TERM ASSETS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
$’00020252024
Land4,2704,270
Buildings12,86212,792
Cost17,13217,0 62
Accumulated depreciation(3,250)(2,993)
Net book amount13,88214,069
If land and buildings were stated on a historical cost basis, the amounts would be as follows:
4.3 INVESTMENT PROPERTY
Recognition and measurement
Investment property consists of a portion of land and buildings for the purpose of retail. Land and buildings
were valued on 1 August 2025 by Telfer Young (Hawkes Bay) Limited ("the valuer'') who are independent
registered valuers and associates of The New Zealand Institute of Valuers. The valuer has recent experience
in the location and category of the item being valued. The fair values of the assets represent the estimated
price for which a property could be sold on the date of valuation in an orderly transaction between market
participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: Income
capitalisation approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuers to arrive at
fair value.
Valuation approachDescription of the valuation approach
Income capitalisation
approach
A valuation methodology which determines fair value by capitalising a property's
sustainable net income at an appropriate, market derived capitalisation rate (yield).
Unobservable inputs within the income capitalisation approach include:
a) Net Market Rent which is the annual amount for which a tenancy within a property
is expected to achieve under a new arm's length leasing transaction after
deducting a fair share of property operating expenses.
b) Capitalisation Rate (yield) which is the rate of return, determined through analysis
of comparable, market related sales transactions which is applied to
a property's sustainable net income to derive value.
Discounted cash
flow analysis
With the discounted cash flow analysis, a cash flow budget is established for the
property over a ten-year time horizon. Within the cash flow an allowance is made
for rental growth as well as deducting costs associated with property ownership.
A terminal value is also estimated and the cash flows are discounted at a market rate
to arrive at a net present value.
Unobservable inputs within the discounted cash flow analysis include:
a) The discount rate which is the rate determined through analysis of comparable
market related sales transactions which is applied to a property's future net cash
flows to convert those cash flows into a present value.
b) The terminal capitalisation rate which is the rate which is applied to a property's
sustainable net income at the end of an assumed holding period to derive an
estimated market value.
c) Rental growth rate which is the annual growth rate applied to market rent over an
assumed holding period.
d) Expenses growth which is the annual amount applied to property operating
expenses over an assumed holding period.
The loss of $60,000 on the fair value revaluation of Investment Property was recognised as an operating
expense in the Consolidated Statement of Comprehensive Income (2024: $128,000). Subsequent revaluation
surpluses or losses will be recognised through the Consolidated Statement of Comprehensive Income.
39
4. LONG TERM ASSETS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there
were no transfers between levels of the fair value hierarchy.
Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in
determining fair value. These are summarised in the table below:
RANGE OF SIGNIFICANT
UNOBSERVABLE INPUTS
CLASS OF
PROPERTY
INPUTS USED TO
MEASURE FAIR VALUE
20252024SENSITIVITY
Land and
Buildings –
Retail and
Investment
Property
Net Market Rent$327 per m
2
$355 per m
2
The higher the market rent and
growth rate, the higher the fair value
Rental growth rate1.50% -2.00%2.00% -2.50%
Capitalisation rate (yield)6.97%6.76%
The higher the capitalisation rates and
discount rate, the lower the fair value.
Discount rate7. 92%7. 8 9 %
Terminal Capitalisation
Rate
6.72%7. 50%
Expenses growth1.80% -2.0%2.0% -3.0%
The higher the expenses, the lower
the fair value.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably.
Lease receivables
The Group owns rental property that it leases under non-cancellable operating lease agreements to external parties.
Leases reflect normal commercial arrangements with varying terms and renewal rights.
The future minimum rental payments receivable under these leases is as follows:
Investment Property
$’00020252024
Opening balance3,0803,208
Net loss from fair value adjustment(60)(128)
Closing balance3,0203,080
$’000
20252024
Due within one year
15083
One to two years150-
Two to five years
374-
Total lease receivables
67483
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
Ordinary shares are classified as capital, net of treasury stock.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
Treasury stock
Under the legacy executive share scheme, shares purchased on-market were initially recognised as treasury
stock at cost. On vesting to employees, treasury stock was credited to equity and an employee loan was
recorded, initially at fair value and subsequently measured at amortised cost.
As at 1 August 2025, the scheme has no treasury stock remaining, with employees continuing to repay
outstanding loans through the application of dividends on the shares held.
No treasury stock is held in relation to the current Long-Term Incentive Plan, as equity awards are satisfied
through an award of new shares if certain performance conditions are met.
Reserves
The asset revaluation reserve records revaluations of land and buildings classified as property, plant and
equipment, net of tax. The cash flow hedge reserve records the fair value of derivative financial instruments,
net of tax that meet the hedge accounting criteria. The Share Option reserve is used to record the accumulated
value of unvested share rights arising from the executive share scheme which have been recognised in the
consolidated statement of changes in equity. The foreign currency translation reserve is used to record foreign
currency translation differences arising on the translation of the Group entities results and financial position.
The amounts are accumulated in other comprehensive income until disposal of the foreign operation.
5. EQUITY
5.1 SHARE CAPITAL
2025202420252024
SHARESSHARES$000’s$000’s
Balance at beginning of year59,649,06159,452,06129,27928,140
Sale of treasury stock-25,000-141
Dividends ---29
Share options exercised-172,000-948
Loss/(gain) on sale of treasury stock transferred
to retained earnings
---21
Balance at end of year59,649,06159,649,06129,27929,279
Representing:
Share capital59,649,06159,649,06129,27929,279
Treasury stock (net of dividends)----
Total59,649,06159,649,06129,27929,279
CONTRIBUTED EQUITY
All shares are fully paid and rank equally.
41
5. EQUITY (CONTINUED)
5.2 EXECUTIVE SHARE SCHEME
Legacy Executive share schemeYEAR ENDED 1 AUGUST 2025YEAR ENDED 1 AUGUST 2024
Number
of shares
Average exercise
price per share
option
Number
of shares
Average exercise
price per share
option
Balance at beginning of financial year--197,000$6 .74
Forfeited during the year--(25,000)$5.62
Exercised during the year--(172,000)$6.65
Balance at end of financial year----
Equity-settled share-based compensation benefits were historically provided to certain employees under the
Group's executive share scheme. The fair value of share rights granted was recognised as an employee benefit
expense with a corresponding increase in equity, measured at grant date and expensed over the vesting period
using a Black Scholes pricing model.
The scheme involved the purchase of shares on-market funded by limited recourse, interest-free loans provided
by the Company. Shares were held by directors as custodians and dividends on the shares were applied to
repay the loans. Shares vested after three years, subject to continued employment. On vesting, the share option
reserve was transferred to retained earnings.
This scheme is now closed to new participation, with no treasury stock remaining. Employees continue to repay
outstanding loans through dividends on the shares held. No shares were issued during the 2025 financial year
(2024: Nil).
Current Long-Term Incentive Plan (LTIP)
During the current year, the Group established a new Long-Term Incentive Plan. The Plan provides for both cash-
settled phantom shares and equity-settled awards:
Phantom shares are cash-settled, with entitlements determined by the Company's share price at vesting, based
on the volume weighted average price over a chosen period.
Equity-settled awards are measured at grant-date fair value and recognised as an expense on a straight line
basis over the vesting period. The awards are satisfied through a capital issue of new shares after a three-year
vesting period, subject to performance and service conditions. The issue of new shares results in potential
dilution for existing shareholders.
The LTIP is accounted for in accordance with NZ IFRS 2 Share-based Payment.
Cash-settled awards are recognised as a liability and remeasured to fair value at each reporting date, with
changes recognised in the profit or loss in the Consolidated Statement of Comprehensive Income. Equity-settled
awards are measured at grant date fair value and expensed over the vesting period, with a corresponding credit
to the Share Option Reserve.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
For the year ended 1 August 2025, the Group recognised costs in relation to the Long-Term Incentive Plan (LTIP)
in accordance with NZ IFRS 2 Share-based Payment.
An amount of $37,000 has been recognised as a provision for incentive with a corresponding charge to employee
benefits in respect of cash-settled awards.
In addition, $37,000 has been recognised as a credit to the Share Option Reserve in respect of equity-settled awards,
with a corresponding charge to employee benefits. This reflects the expected settlement of awards through the issue
of new shares, subject to vesting conditions.
42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
In accordance with NZ IFRS 2 Share-based Payment, the below amount represents the fair value of equity
instruments granted, measured at the grant date. The total long-term performance right of $222,344 has been
determined based on 36,873 shares granted at a grant date fair value of $6.03 per share.
5. EQUITY (CONTINUED)
GRANT DATE
OPENING
BALANCE
GRANTED DURING
THE YEAR
VESTED DURING
THE YEAR
LAPSED DURING
THE YEAR
CLOSING
BALANCE
2/08/2024
-222,344--222,344
LONG-TERM PERFORMANCE RIGHTS
6. TAXATION
6.1 INCOME TAX EXPENSE
The Consolidated Statement of Comprehensive Income and the Consolidated Statement of Cash Flows have
been prepared so that all components are stated exclusive of GST. All items in the Consolidated Statement
of Financial Position are stated net of GST, with the exception of receivables and payables, which include
GST invoiced.
GOODS AND SERVICES TAX (GST)
The income tax expense or revenue for the period is the tax payable or receivable on the current period's
taxable income based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities
and their carrying amounts in the financial statements and unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception
is made for certain temporary differences arising from the initial recognition of an asset or a liability. No
deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in operations where the company is able to control the timing of the reversal of
the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
43
Income tax expense
$’00020252024
The tax expense comprises:
Current tax expense 16,92017, 5 67
Prior period adjustment(67)1,077
Deferred tax expense (note 6.2)
- Future tax expense current year128459
- Prior period adjustment
1,936(1,504)
Total income tax expense18,91717, 59 9
Reconciliation of income tax expense to tax rate applicable to profits
Profit before income tax expense58,37852,085
Tax at 28% (2024: 28%)16,34614,584
Tax effect of:
- Income not subject to tax-35
- Expenses not deductible for tax247245
- Adjustment due to different rate in different jurisdictions614605
- Utilisation of tax losses by group companies(159)-
- Prior period adjustment1,869(427 )
- Removal of tax base on buildings-2,557
Total income tax expense18,91717, 59 9
The effective tax rate for the year was 32.4% (2024: 33.8%).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
6. TAXATION (CONTINUED)
During the financial year, upon re-domiciliation the Group's Australian subsidiaries ceased to be members
of the New Zealand consolidated tax group and are now accounted for as separate subsidiaries. As a result,
Australian tax losses became available to offset against the taxable profits of those subsidiaries. These losses
were fully utilised during the year ended 1 August 2025.
Accordingly, no tax losses remain available to carry forward at year end (2024: Nil), and the Group has no
unrecognised temporary differences (2024: Nil).
The tax (charge)/credit relating to components of other comprehensive income are as follows:
$’00020252024
BEFORE
TA X
TA X
CREDIT
AFTER
TA X
BEFORE
TA X
TA X
CHARGED
AFTER
TA X
Fair Value (Loss)/Gains (net of tax) on
Revaluation of Land and Buildings
(28)8(20)(666)245(42 1)
Fair Value (Loss)/Gain (net of tax) in
Cash Flow Hedge Reserve
(892)257(635)(91)28(63)
44
6. TAXATION (CONTINUED)
6.2 DEFERRED TAX
$’00020252024
Amounts recognised in profit or loss
Depreciation3492,583
Provisions and accruals3,3763,042
Right of use assets(20,179)(21,145)
Lease liabilities22,13922,979
5,6857, 459
Amounts recognised directly in equity
Asset revaluation reserve8245
Cash flow hedges(123)(381)
Total amount recognised5,5707, 323
Movements
Balance at beginning of year7, 32 36,005
Credited/(Charged) to the Income Statement(128)(459)
Prior period adjustment(1,936)1,504
Charged to equity265273
FX impact46-
Balance at end of the year5,5707, 323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted
for:
— Imputation credits that will arise from the payment of the provision for income tax;
— Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date; and
— Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
6.3 IMPUTATION CREDITS
$’00020252024
Imputation credits available for subsequent reporting periods3,5923,691
45
7.4 RELATED PARTY TRANSACTIONS
During the year, the Company advanced and repaid loans to its subsidiaries by way of internal current
accounts. In presenting the financial statements of the Group, the effect of transactions and balances
between fellow subsidiaries and those with the Parent have been eliminated.
The Group undertook transactions with the related interests of the majority shareholder as detailed below:
$’00020252024
T C Glasson
Rent payments on retail premises1,4781,373
Balance as at year end - lease liabilities4,9554,143
7. OTHER
7.1 EMPLOYEE BENEFITS
WAGES AND SALARIES, ANNUAL LEAVE AND SICK LEAVE
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the reporting date are recognised in other payables in
respect of employees' services up to the reporting date and are measured at the amounts expected to be
paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the
leave is taken and measured at the rates paid or payable.
Employee benefits
$’00020252024
Holiday pay accrual and other benefits9,8778,928
7.2 CONTINGENCIES
Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business
on which no loss is anticipated are as follows:
Letters of credit
Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of
the same value representing inventories purchased.
$’00020252024
Commitments in relation to store and distribution centre fitouts1,863986
Contingencies
$’00020252024
Bank guarantee provided to the New Zealand Stock Exchange Limited7575
7.3 CAPITAL EXPENDITURE COMMITMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
46
7. OTHER (CONTINUED)
DIRECTORS’ FEESDIVIDENDS
$’0002025202420252024
Ms J Appleyard8686--
Mr W J Bell145141--
Ms K Bycroft10299--
Mr M Ford 11210654
Mr J C Glasson--22441
Mr T C Glasson86864,7895,338
Mr G Popplewell101948591
Ms S Vincent86862422
7186985,1275,496
During the financial year, consulting fees of $14,000 (2024: $10,000) were paid to Karen Bycroft. There was
no balance outstanding as at 1 August 2025 (2024: $Nil).
Total remuneration of $988,000 was paid by the Company to close family members of the Board of Directors
for individuals that were either employed or engaged as consultants by the Company in the year ended
1 August 2025 (2024: $702,000).
$’00020252024
Short term employee benefits3,7793,864
Share scheme benefit7443
Key management compensation was as follows:
The Company operates an employee share scheme for certain senior executives and is outlined in Note 5.2.
The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
47
7. OTHER (CONTINUED)
7.5 FINANCIAL RISK MANAGEMENT
Fair value estimation
Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to
measure fair value. The different levels have been defined as follows:
— Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
— Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
— Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (Level 3).
The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the
event or change in circumstances that caused the transfer.
The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair
value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined by using valuation techniques. These valuation techniques maximise the use
of observable market data where it is available and rely as little as possible on entity specific estimates.
If all material inputs required to fair value an instrument are observable, the instrument is included within
Level 2. Under Level 2 the Group holds forward foreign exchange contracts. The fair value of these forward
foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the
resulting value discounted back to present value. Refer to note 7.5.4.
The Group's land and buildings within property, plant and equipment and investment property are
classified as Level 3 in the fair value hierarchy as one or more of the material inputs into the valuation are
not based on observable market data. Refer to notes 4.2 and 4.3 for more information.
Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured to their fair value. The method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being
hedged. The company designates certain derivatives as either; (1) hedges of the fair value of recognised
assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast
transactions (cash flow hedges).
The Group documents at the inception of the transaction the relationship between hedging instruments
and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions have been and will continue to be highly
effective in offsetting changes in fair values or cash flows of hedged items.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective
portion is recognised immediately in the profit or loss in the Consolidated Statement of Comprehensive
Income.
Amounts accumulated in equity are recycled in the Consolidated Statement of Comprehensive Income
in the periods when the hedged item will affect profit or loss (for instance when the forecast sale that is
hedged takes place). However, when the forecast transaction that is hedged results in the recognition of
a non-financial asset (for example, inventory) or a nonfinancial liability, the gains and losses previously
deferred in equity are transferred from equity and included in the measurement of the initial cost or
carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and
is recognised when the forecast transaction is ultimately recognised in the Consolidated Statement of
Comprehensive Income. When a forecast transaction is no longer expected to occur, the cumulative gain
or loss that was reported in equity is immediately transferred to the profit or loss in the Consolidated
Statement of Comprehensive Income.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these
derivative instruments are recognised immediately in the profit or loss in the Consolidated Statement of
Comprehensive Income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
48
7.5.1 FINANCIAL RISK FACTORS
The Group's activities expose it to various financial risks including, liquidity risk, credit risk, and market
risk (including currency risk and cash flow interest rate risk). The Group's risk management strategy is to
minimise adverse effects on the Consolidated Statement of Comprehensive Income. Derivative financial
instruments are used to hedge currency risk.
7.5.2 LIQUIDITY RISK
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The
Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group's reputation.
The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow.
At balance date, the Group had $58.333 million (2024: $45.915 million) in cash reserves and accordingly,
management consider liquidity risk to be relatively low.
The table below analyses the Group's financial liabilities and gross-settled derivatives into relevant maturity
groupings based on the remaining period from the Consolidated Statement of Financial Position to the
contractual maturity date. The cash flow hedge "outflow" amounts disclosed in the table are the contractual
undiscounted cash flows liable for payment by the Group in relation to all forward foreign exchange contracts
in place at balance date. The cash flow hedge "inflow" amounts represent the corresponding inflow of foreign
currency back to the Group as a result of the gross settlement on those contracts, converted using the spot
rate at balance date. The carrying value shown is the net amount of derivative financial liabilities and assets
as shown in the Consolidated Statement of Financial Position. Trade payables are shown at carrying value in
the table. No discounting has been applied as the impact of discounting is not material.
7. OTHER (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
AS AT 1 AUGUST 2025
$’000
LESS THAN 3
MONTHS
3-12
MONTHS
TOTALCARRYING
VALUE
Trade and other payables
29,789-29,78929,789
29,789-29,78929,789
Forward foreign exchange contracts
Cash flow hedges:
— Outflow(34,983)(49,675)(84,658)(84,658)
— Inflow35,19850,16285,36085,081
Net215487702423
AS AT 1 AUGUST 2024
$’000
LESS THAN 3
MONTHS
3-12
MONTHSTOTAL
CARRYING
VALUE
Trade and other payables
25,228-25,22825,228
25,228-25,22825,228
Forward foreign exchange contracts
Cash flow hedges:
— Outflow(24,318)(4 0, 6 13)(64,931)(64,931)
— Inflow25,03841,17666,21466,246
Net7205631,2831,315
49
7. OTHER (CONTINUED)
7.5.4 MARKET RISK
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US dollar
with the purchase of inventory from overseas suppliers.
The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is reviewed
on a regular basis, and management report monthly to the Board to confirm policy is adhered to. All committed
foreign currency requirements are fully hedged, and approximately 50% (2024: 50%) of anticipated foreign
currency requirements are hedged on a rolling twelve month basis.
The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk
arising from future purchases.
Forward exchange contracts — cash flow hedges
These contracts are used for hedging committed or highly probable forecast purchases of inventory. The
contracts are timed to mature during the month the inventory is shipped and the liability settled. The cash flows
are expected to occur at various dates within one year from balance date.
When forward exchange contracts have been designated and tested as an effective hedge the portion
of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised
directly in equity. These gains or losses will be released in the profit or loss in the Consolidated Statement of
Comprehensive Income at various dates over the following year as the hedged risk crystallises.
At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$84.658
million (2024: NZ$64.931 million), primarily in US and AU Dollars. At balance date these contracts are
represented by net assets of $0.423 million (2024: assets of $1.315 million). When foreign exchange contracts
are not designated and tested as an effective hedge, the gain or loss on the foreign exchange contract is
recognised in the profit or loss in the Consolidated Statement of Comprehensive Income.
At balance date there are no such contracts in place (2024: Nil).
Interest rate risk
The Group has no interest bearing liabilities. Exposure to interest rate risk arises only from the impact on income
from operating cash flows as a result of interest bearing assets, such as cash deposits.
7.5.3 CREDIT RISK
Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting
in financial loss to the Group. The Group incurs credit risk from trade receivables and transactions with
financial institutions. The Group places its cash, short-term investments, and derivative financial instruments
with high credit quality financial institutions. Retail sales are predominantly settled in cash or by using major
credit cards. 0.1 % (2024: 0.0%) of sales give rise to trade receivables. This maximum exposure to credit risk is
the carrying amount of trade receivables.
Concentration of credit risk with respect to debtors is limited due to the large number of customers included
in the Group's customer base.
The Group does not require collateral or other security to support financial instruments with credit risk.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
Sensitivity analysis
Based on historical movements and volatilities and management's knowledge and experience, management
believes that the following movements are 'reasonably possible' over a 12 month period:
— Proportional foreign exchange movement of-10% (depreciation of NZD) and +10% (appreciation of NZD)
against the USD, from the year end rate of $0.5881 (2024: $0.5949).
— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD)
against the AUD, from the year end rate of $0.9139 (2024: $0.9151).
— A parallel shift of +2% / -2% in the market interest rates from the year end deposit rate of 3.0% (2024: 5.5%) .
50
7. OTHER (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
AS AT 1 AUGUST 2025INTEREST RATEFOREIGN EXCHANGE RATE
-2% +2%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
58,333(1,167)(1,167)1,1671,1673,4733,473(2,841)(2,841)
Accounts receivable
366--------
Advances to employees
732--------
Derivatives used for hedging
Derivatives designated as
cash flow hedges (forward
foreign exchange contracts)
423-----6,829-(5,587)
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables29,789----(1,997)(1,997)1,6341,634
Total increase / decrease(1,167)(1,167)1,1671,1671,4768,305(1,207)(6,794)
AS AT 1 AUGUST 2024INTEREST RATEFOREIGN EXCHANGE RATE
-2% +2%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
45,915(918)(918)9189182,3652,365(1,935)(1,935)
Accounts receivable
407--------
Advances to employees
847--------
Derivatives used for hedging
Derivatives designated as
cash flow hedges (forward
foreign exchange contracts)
1,315-----5,297-(4,334)
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables25,228----(1,541)(1,541)1,2611,261
Total increase / decrease(918)(918)9189188246,121(674)(5,008)
If these movements were to occur, the post-tax impact on profit or loss and equity for each category of financial
investment:
51
7.5.5 CAPITAL RISK MANAGEMENT
The Group's objectives when managing capital are to maximise the value of shareholder equity and ensure that
the Group continues to safeguard its ability to continue as a going concern. Group capital consists of share
capital, reserves and retained earnings. In order to meet these objectives, the Group may adjust the amount
of dividend payment made to shareholders. The Group has no specific banking or other arrangements which
require that the Group maintain specific equity levels.
7.6 EVENTS SUBSEQUENT TO BALANCE DATE
Subsequent to year end, the Board has resolved to pay a final dividend of 30.5 cents per share (partially imputed
at 56.5%) (2024: 26.5 cents partially imputed 75.6%). The dividend will be paid on 12th December 2025 to all
shareholders on the Company's register as at 5:00pm, 5th December 2025.
7.7 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS
Certain new accounting standards, amendments to accounting standards and interpretations have been
published that are mandatory for the 1 August 2025 reporting period have been adopted by the Group and have
no material impact. There were also certain new accounting standards, amendments to accounting standards
and interpretations that have been published which are not mandatory for the 1 August 2025 reporting period
and have not been early adopted by the Group. These standards, amendments or interpretations are yet to be
assessed for the disclosure impacts for the future reporting periods.
7. OTHER (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2025
52
GENERAL DISCLOSURES
Board of Directors
Directors of the Company in office at the end of the year ended 1 August 2025 or who ceased to hold office
during the year ended 1 August 2025
Principal activities of the Group
Hallenstein Glasson Holdings Limited is a non-trading holding company. The Company’s principal trading
subsidiaries are Glassons Australia Pty Ltd and Glassons Limited (involved in the retail of women’s apparel)
and Hallensteins Australia Pty Ltd and Hallenstein Bros Limited (retail of men’s apparel). The subsidiaries are
100% owned by Hallenstein Glasson Holdings Limited.
DirectorQualifications / ExperienceSpecial Responsibilities
Warren James BellM Com FCA. Appointed December 1986.
Mr Bell holds appointments on a number of
boards of both public and private companies
and is a professional director.
Chairman of the Board
Non-executive
Non-independent Director
Timothy Charles GlassonAppointment November 1985 on merger with
Hallensteins. Tim is the founder of Glassons
womenswear retail chain and has a wealth of
experience in retail previously holding the CEO
role within the business for a number of years.
Non-executive
Non-independent Director
Graeme James PopplewellB Com FCA. Appointed March 1985. Graeme
has a wealth of experience in finance and retail
previously holding CFO and CEO roles within
the business for a number of years.
Non-executive
Independent Director
Malcolm FordAppointed June 2010. Background includes
20 years with experience in direct sourcing
particularly in Asia. Mr Ford also has experience
in brand management across wholesale and
retail markets.
Non-executive
Independent Director
Karen BycroftBSC, Postgrad Marketing. Appointed November
2014. Background includes 30 years in Retail in
the UK and Australia with Marks and Spencer,
Sears, Woolworths, Spotlight and Country
Road. Experience in Strategy, Marketing, and
Leadership. Also a Leadership Facilitator and
Executive Coach.
Non-executive
Independent Director
Sandra VincentAppointed October 2020. Background includes
40 years of experience in the wholesale
and retail fashion industry. Sandra is also a
beneficial Owner and Managing Director of
Harper’s Fashions Ltd trading as Hartleys
which has 16 retail stores across New Zealand.
Non-executive
Independent Director
James GlassonAppointed April 2021. James joined Glassons
Australia in 2013, after completing a Master of
Arts; Fashion Retail at the London College of
Fashion (University of Arts), Master of Science;
Real Estate at the University of Reading,
Bachelor of Arts; Art History at the University
of Canterbury. Taking on various roles within
the business over the last 12 years, including
Brand Manager, General Manager, Acting
National Retail Manager, James was appointed
as CEO of Glassons Australia in October 2017.
CEO — Glassons Australia
Non-independent executive
Director
Joanne AppleyardAppointed November 2022. Jo is a partner at
Anderson Lloyd and is a well-regarded senior
practitioner with over 30 years’ experience.
Jo specialises in employment, commercial and
resource management law. Jo was a member of
the NZ Markets Disciplinary Tribunal between
2011 and 2020.
Non-executive
Independent Director
53
GENERAL DISCLOSURES
Review of operations
(a) Consolidated results for the Year Ended 1 August 2025
Directors
(a) Remuneration and all other benefits
(b) Dividend
Subsequent to the balance date the Directors have declared a final dividend of 30.5 cents per share payable
12 December 2025 (partially imputed at 56.5%).
*Other Payments/Benefits for Mr J Glasson comprise a base salary, short-term incentives, company car and
contributions to superannuation as remuneration for his role as CEO of Glassons Australia.
Directors do not receive any additional remuneration for acting as a director of any subsidiary of the Company.
(b) Shareholdings
$’00020252024
Operating revenue470,740435,635
Profit before income tax58,37852,085
Income tax(18,917)( 17, 59 9)
Profit for the year39,46134,486
Remuneration of
Directors
20252024
$’000
DIRECTORS
FEES
OTHER
PAYME NTS/
BENEFITS
TOTAL
REMUNERATION
DIRECTORS
FEES
OTHER
PAYME NTS/
BENEFITS
TOTAL
REMUNERATION
Ms J Appleyard86-8686-86
Mr W J Bell145-145141-141
Ms K Bycroft102141169910109
Mr M Ford 112-112106-106
Mr J Glasson
*
-934934-826826
Mr T C Glasson86-8686-86
Mr G Popplewell101-10194-94
Ms S Vincent86-8686-86
7189471,6666988361,534
Beneficially held20252024
M Ford 10,00010,000
J Glasson812,991515,064
T C Glasson10,709,27811,408,757
G J Popplewell203,604203,604
S Vincent29,60050,300
The table below sets out the total of the remuneration and the value of other benefits received by each Director
during the financial year ended 1 August 2025.
As at 1 August 2025 the Directors of the Company had the following relevant interests in the Company’s shares.
(c) Donations
During the financial year ended 1 August 2025, the Group made no donations (2024: $895).
54
DATE
PURCHASE / (SALE)
NUMBER OF SHARES$
Mr W Bell*
On Market Sale31 March - 27 May 2025(500,000)(3,823,515)
Mr T Glasson**
Off Market Sale27 June 2025(699,479)(5,400,000)
Mr J Glasson**
Off Market Purchase27 June 2025297, 9272,300,000
Mrs S Vincent
On Market Sale22 - 25 November 2024(20,700)(155,065)
(c) Interests in share dealing
In accordance with the Companies Act 1993, between 2 August 2024 and 1 August 2025 the Board received the
following disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the
Company and details of such dealings were entered in the Company’s interests register.
d) Disclosures of interests by Directors
In accordance with section 140(2) of the Companies Act 1993 the Company maintains an interests register in which
Directors’ interests are recorded. The following are particulars of general disclosures of interest by Directors holding
office at 1 August 2025.
W J Bell
DirectorNew North Holdings Limited
DirectorWaiwetu Trustees Limited
DirectorSabina Ltd
DirectorGlasson Trustee Limited
Director152 Hereford Limited
DirectorCHC Properties Ltd
DirectorWarren Bell Ltd
DirectorPoraka Ltd
DirectorHickman Family Trustees Limited
TrusteeEmerald Trust
S Vincent
DirectorHarpers Fashions Ltd
TrusteeThe Harpers No.2 Family Trust
J Appleyard
PartnerChapman Tripp
TrusteeCommunity Law Canterbury
T C Glasson
DirectorSabina Ltd
DirectorGlasson Trustee Limited
DirectorCHC Properties Limited
DirectorJCG Trustee Limited
Director152 Hereford Limited
DirectorSIG Trustee Limited
DirectorNew North Holdings Limited
Director847 New North Road Limited
TrusteeHallenstein Glasson Staff
Benefit Trust
M Ford
TrusteeHallenstein Glasson
Staff Benefit Trust
K Bycroft
None
G J Popplewell
TrusteeHallenstein Glasson Staff
Benefit Trust
* The share disposals related to Warren Bell's relevant interest in shares as an independent director of Hickman
Family Trustees Limited (as trustee of the Hickman Family Trust).
GENERAL DISCLOSURES
J Glasson
DirectorGlasson Trustee Limited
DirectorJCG Trustee Limited
** The share disposals related to Tim Glasson's sale of shares to various family members (or their trusts), including
to James Glasson's trust.
55
(e) Subsidiary Companies
The persons who held office as Directors of subsidiary companies at 1 August 2025 are as follows:
Hallenstein Bros Limited
Mr W J Bell, Mr M Ford, Mr T C Glasson and Mr G J Popplewell
Hallensteins Australia Pty Limited
Mr W J Bell, Mr J C Glasson, Mr T C Glasson and Mr G J Popplewell
Glassons Limited
Mr W J Bell, Mr T C Glasson and Mr G J Popplewell
Glassons Australia Pty Limited
Mr W J Bell, Mr J C Glasson, Mr T C Glasson and Mr G J Popplewell
Hallenstein Properties Limited
Mr W J Bell, Mr T C Glasson and Mr G J Popplewell
(f) Directors’ Insurance and Indemnity
As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993
the Company has:
— arranged Directors' and Officers' Liability Insurance that ensures Directors will incur no monetary loss as
a result of actions undertaken by them as Directors provided, they act within the law; and
— indemnified its directors, and those directors who are directors of subsidiaries, against potential liabilities
and costs they may incur for acts or omissions in their capacity as directors.
(g) Directors’ and Officers’ Use of Company Information
During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to
use of Company information.
State of Affairs
The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period under
review are included in the Chairman’s Report and the audited Consolidated Statement of Comprehensive Income.
GENERAL DISCLOSURES
56
Chief Executive Remuneration
SALARY
SHORT-TERM
INCENTIVE
LONG-TERM
INCENTIVE
OTHER
BENEFITS
TOTAL
REMUNERATION
Group Chief Executive Officer —
Chris Kinraid
731,915145,000-68,493945,408
The remuneration of the Group Chief Executive Officer comprises fixed and performance payments. Fixed
remuneration includes a base salary, contributions to KiwiSaver, health insurance and a carpark. The Group Chief
Executive Officer received a short-term incentive of $145,000. The STI was approved by the Board and is linked to
the Group’s financial performance against set targets.
Remuneration to Auditors
The fee for the audit of the Company and its subsidiaries, paid to PricewaterhouseCoopers, was $336,779.
GENERAL DISCLOSURES
Employee Remuneration20252024
100,000-109,9991616
110,000-119,999118
120,000-129,999129
130,000-139,999124
140,000-149,99965
150,000-159,99934
160,000-169,99982
170,000-179,99923
180,000-189,99933
190,000-199,9991-
200,000-209,99922
210,000-219,9993-
220,000-229,99931
230,000-239,999-1
240,000-249,999-1
250,000-259,999-1
260,000-269,99911
270,000-279,99921
280,000-289,9991-
320,000-329,999-1
350,000-359,999-2
360,000-369,9991-
380,000-389,99931
400,000-409,99912
410,000-419,9991-
420,000-429,999-1
430,000-439,9991-
440,000-449,9991-
470,000-479,99912
490,000-499,999-1
500,000-509,999-1
530,000-539,9992-
590,000-599,9991-
620,000-629,999-1
630,000-639,9991-
940,000-949,9991-
Employee Remuneration
The number of employees with the Group (other than Directors) receiving remuneration and benefits above
$100,000 in relation to the year ended 1 August 2025 was:
57
CORPORATE GOVERNANCE STATEMENT
58
The Board of Directors (the Board) of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining
best-practice standards of corporate governance. This corporate governance statement provides an overview
of HGHL’s key corporate governance arrangements and the policies and practices that HGHL and its subsidiaries
(the Group) have developed and implemented, in line with the NZX Corporate Governance Code dated 31
January 2025 (the Code) and the NZX Listing Rules.
This corporate governance statement outlines each principle contained in the Code and how HGHL is
applying the corresponding Code recommendations. Where HGHL is not currently following a particular Code
recommendation, the reason for HGHL not following the Code recommendation and a description of the
alternative governance practice adopted by HGHL (and approved by the Board) is provided (refer to the table on
page (66) of this report).
This corporate governance statement is current as at 26 September 2025 (except where specified otherwise),
and has been approved by the Board.
The key HGHL corporate governance policy documents (including the Board charter and other relevant charters
and policies) are available at www.hallensteinglasson.co.nz
PRINCIPLE 1 – ETHICAL STANDARDS
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
CODE OF ETHICS
HGHL is committed to ensuring the highest standards of conduct and ethical behaviour are followed in respect
of all business activities of the Group. The Board has adopted a code of ethics (the Code of Ethics) to promote
and support a culture of integrity, transparency, honest and ethical behaviour, corporate compliance and good
corporate governance.
The Code of Ethics sets out the minimum standards of conduct expected of the directors, senior management
and employees of the Group in carrying out their day-to-day duties. The Code of Ethics provides a guide to the
conduct that is consistent with HGHL’s values, business goals and legal obligations.
The Code of Ethics also sets out the internal reporting procedures for any wrongdoing or breaches of the Code
of Ethics (or any other HGHL policy) or legal obligations, and HGHL’s expectations around how such wrongdoing
and breaches will be investigated and/or escalated to the Board (if necessary). HGHL is committed to standing
behind any Group employee who, acting in good faith, reports a breach, serious problem or wrongdoing.
All new directors, senior managers and employees of the Group are directed to the Code of Ethics as part of
their induction. The Code of Ethics is also available on HGHL’s website. The Board reviews the Code of Ethics
periodically.
FINANCIAL PRODUCT TRADING POLICY
The Board has adopted a Financial Product Trading Policy which details HGHL’s policy in relation to directors and
employees of the Group trading HGHL shares, including certain prohibitions and restrictions on, and procedures
for, directors and employees of the Group.
The Financial Product Trading Policy sets out applicable insider trading laws and guidance around material
information and the trading of HGHL shares. This policy also details the procedure which must be followed by
directors, senior managers and certain other Group employees (or their related parties) who wish to trade in
HGHL’s shares. All directors and senior managers (and other applicable Group employees) must notify HGHL
and obtain consent prior to trading in HGHL shares, and are only permitted to trade in HGHL’s shares within the
periods of two trading windows under the policy.
These trading windows are:
— between the date on which HGHL’s half year results are released (during March) and 1 July; and
— between the date on which HGHL’s full year results are released (during September) and 1 January.
Trading by an individual holding non-public material information about HGHL is prohibited. All directors and
senior managers (and other applicable Group employees) are required to confirm to HGHL that they do not
hold material information prior to trading in HGHL shares during a trading window.
Directors and senior managers must advise the NZX if they trade in HGHL’s shares within the timeframes required
by law.
The Financial Product Trading Policy is available on HGHL’s website.
CORPORATE GOVERNANCE STATEMENT
59
BOARD COMPOSITION AND INDEPENDENCE
The Board comprises eight non-executive directors and one executive director (being James Glasson, the Chief Executive
Officer of Glassons Australia). The Chairperson is a non-executive director and is not the CEO of HGHL for the purposes
of Code Recommendation 2.10.
The Board has determined the independence of its directors as follows.
INDEPENDENT DIRECTORS:
Malcolm Ford
Karen Bycroft
Graeme Popplewell
Sandra Vincent
Joanne Appleyard
Peter Steenson
NON INDEPENDENT DIRECTORS:
Warren Bell (Chairman)
Timothy Glasson
James Glasson
In determining director independence, the Board considers the definition of disqualifying relationship set out in the
NZX Listing Rules and has regard to the factors that may affect the independence of a director set out in the Code.
— Timothy Glasson is not an independent director because of his substantial shareholding in HGHL (refer to the
shareholder information section on page (68) of this report).
— Warren Bell is not an independent director because of his close business connections with Timothy Glasson.
— James Glasson is not an independent director because he is also an executive of the Group.
The Board considers that several factors set out in table 2.4 of the Code apply to various independent directors as
follows.
Malcolm Ford and Graeme Popplewell have each been a director of HGHL for longer than 12 years. The Board has
determined that Malcolm’s and Graeme’s tenure does not affect their ability to exercise independent judgement or to
act in the best interests of HGHL and its shareholders. Malcolm and Graeme continue to approach board matters with
professionalism, challenge and hold management to account and bring the same high level of diligence and enquiry
as directors who have a shorter tenure.
Joanne Appleyard was until 29 August 2025 a partner at Chapman Tripp which has provided legal services to HGHL
within the last 12 months. The Board does not consider that Joanne’s previous association with Chapman Tripp
impacts her independence in any way.
PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience
and perspectives.”
THE BOARD
The Board is elected by shareholders to govern and oversee the management of HGHL and is responsible for all
corporate governance matters and reporting to shareholders. The Board has adopted a board charter (the Board
Charter) which sets out the roles and responsibilities of the Board and outlines how these roles and responsibilities
interact with the roles and responsibilities of the Group’s management. The Board Charter is available on HGHL’s
website.
The Board establishes HGHL’s objectives, determines the strategies for achieving those objectives, and monitors
management’s performance in respect of implementing those strategies. It also establishes delegated authority
limits for capital expenditure, treasury, and remuneration.
Glassons New Zealand, Glassons Australia and Hallensteins operate as separate subsidiaries, each with its own
management team. The Board delegates the responsibility for the day-to-day management of HGHL and each
subsidiary to the executive team in the manner described in the Board Charter. The Board is responsible for the
appointment of, and assessment of the performance of, the executive team.
The Board meets no less than 10 times each year. Directors receive monthly reporting including profit and loss and
balance sheets for each operating subsidiary, together with operations reports from the senior executive from each
operating subsidiary.
CORPORATE GOVERNANCE STATEMENT
60
The Board also recognises that several of its independent directors may derive a substantial portion of their annual
revenue from HGHL. The Board does not consider this factor materially affects any such director’s capacity to bring an
independent view to decisions, including having regard to each director’s broader financial position and circumstances
and the professional nature of the role of a director. The Board is currently comprised of a majority of independent
directors (Code Recommendation 2.8) and is of the view it has an optimal mix of skills and experience to govern the
Group effectively. The Board is satisfied that it operates in an effective and independent manner notwithstanding
a number of its directors are technically considered to be non-independent directors for the purpose of the NZX
Listing Rules.
Under the NZX Listing Rules, a director must not hold office past the later of three years and the third annual meeting
after their appointment without being re-elected by shareholders.
The Board may at any time appoint a person to be a director either as an additional director or to fill a casual vacancy.
Any person who is appointed a director by the Board will retire from office at the next annual meeting of HGHL but will
be eligible for election by shareholders at that next meeting.
A list of the directors and their profiles, experience and qualifications is on page (53) of this report. A list of their
relevant ownership interests is on page (55) of this report.
NOMINATION AND APPOINTMENT OF DIRECTORS
The Nominations Committee identifies suitably qualified people who could be considered for nomination or appointment
as a director in the event of a vacancy on the Board. The Nominations Committee Charter includes guidelines relating
to Board composition, considerations for new director appointments and the procedure by which potential directors
are nominated and assessed. All new directors enter into a written agreement with HGHL setting out the terms of their
appointment.
DIVERSITY
HGHL believes that all eligible people should get an equal opportunity and be treated fairly regardless of their
background, views, experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age,
thinking style or preferences. The Board has adopted a Diversity and Inclusion Policy that ensures HGHL is continually
developing a work environment that supports equality and inclusion regardless of difference. The Diversity and Inclusion
Policy applies to all HGHL’s practices and policies relating to, but not limited to, recruitment, pay and benefits, training
and development, promotions, restructures and terminations.
The Diversity and Inclusion Policy includes a requirement that the Board establish and separately record measurable
objectives and assess performance against the objectives on an annual basis. The Board is responsible for implementing,
reviewing, reporting and overseeing the Diversity and Inclusion Policy.
Details of gender composition of HGHL’s directors, officers* and senior leaders** as at 1 August 2025 (being HGHL’s most
recent balance date) are as follows:
Gender diversity as at 1 August20252024
Directors
Female
33
Male
55
Officers*
Female
11
Male
54
Senior Leaders**
Female
86
Male
43
* Officers means those persons who are concerned or take part in the management of HGHL’s business and who
report directly to the Board or to a person who reports to the Board.
** Senior Leaders means those persons who are members of the senior leadership team of an HGHL subsidiary
and who assist the chief executive officer of that HGHL subsidiary in the management of the relevant
subsidiary’s business.
EDUCATION, TRAINING AND PERFORMANCE
The Board ensures that new directors are appropriately inducted to their role. Directors are also expected to undertake
continuous education and training as appropriate to ensure that their skills and knowledge remain relevant and current,
and that allow them to perform their role as directors of a listed issuer.
The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with directors
individually to discuss their individual performance during the year.
CORPORATE GOVERNANCE STATEMENT
61
PRINCIPLE 3 — BOARD COMMITTEES
“The Board should use committees where this will enhance effectiveness in key areas, while retaining
Board responsibility.”
OVERVIEW OF BOARD COMMITTEES
At the date of this report, the Board has established the Remuneration Committee, the Audit & Risk Committee,
the Nominations Committee and the Sustainability Committee (each a Committee). The Board has considered
whether any other standing Board committees are appropriate and has determined that no other Board
committees are necessary at this time. Each Board committee operates under a charter which is available on
HGHL’s website. Board Committee members are appointed solely from members of the Board (except for the
Sustainability Committee which also includes senior employees of the Group) and committee membership is
reviewed on an annual basis. Any recommendations made by the committees are submitted to the full Board for
formal consideration and approval (if appropriate).
HGHL has also established a Health and Safety Committee to ensure appropriate governance, performance and
compliance is carried out in this key area. The Committee’s membership includes HGHL directors and employees
of the Group. The Health and Safety Committee is not a Board committee.
BoardRemunerationAudit & RiskNominationsSustainability
Number of meetings held
122223
AttendedAttendedAttendedAttendedAttended
Warren Bell
12222-
Timothy Glasson
12----
Graeme Popplewell
12212-
Malcolm Ford
12-2--
Karen Bycroft
10---3
Sandra Vincent
122-21
James Glasson
12---3
Joanne Appleyard
122223
DIRECTOR ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE YEAR ENDED 1 AUGUST 2025
REMUNERATION COMMITTEE
The Remuneration Committee is comprised of non-executive members of the Board and is chaired by Graeme
Popplewell. The other members of the Remuneration Committee are Warren Bell, Sandra Vincent and Joanne
Appleyard. The Remuneration Committee comprises a majority of independent directors.
The Remuneration Committee’s primary function is to make specific recommendations to the Board on
remuneration packages and other terms of employment for directors and senior managers. HGHL’s senior
management may only attend Remuneration Committee meetings at the Committee’s invitation. The Remuneration
Committee utilises independent advice from industry experts where necessary to ensure remuneration practices
are appropriate for HGHL, and to ensure the best possible people are recruited and retained.
The Remuneration Committee Charter is available on HGHL’s website.
AUDIT & RISK COMMITTEE
The Audit & Risk Committee is comprised of non-executive members of the Board and is chaired by Peter Steenson.
The other members of the Audit & Risk Committee are Warren Bell, Graeme Popplewell and Malcolm Ford. Warren,
Graeme and Peter are each Fellows of Chartered Accountants Australia New Zealand (CAANZ) with an extensive
accounting and financial background. The Audit & Risk Committee comprises a majority of independent directors.
HGHL therefore complies with Code Recommendation 3.1 as updated during the 2025 financial year.
The Board believes the Audit & Risk Committee’s current membership has an optimal mix of skills and experience
to ensure the Committee achieves its objectives. The Audit & Risk Committee meets directly with HGHL’s external
auditors and receives and reviews all correspondence between HGHL and its auditors. The main responsibility of
the Committee is to ensure internal controls are effective, financial reporting is reliable, and applicable laws and
regulations are complied with. HGHL’s senior management may only attend Audit & Risk Committee meetings at
the Committee’s invitation.
The Audit & Risk Committee Charter is available on HGHL’s website.
62
HEALTH & SAFETY COMMITTEE
HGHL has established a Health and Safety Committee. The Health and Safety Committee is not a committee of the
Board, although its members include directors alongside employees of the Group. The Health and Safety Committee
is chaired by Malcolm Ford.
The Health and Safety Committee oversees:
— The Group’s existing health and safety systems and processes.
— Approval of health & safety policies and procedures for the Group.
— Monitoring of any incidents, hazards and risks within the Group’s business.
— Communication to the Board on health and safety matters and ensures the Board is informed on matters relating
to health and safety governance, performance and compliance.
— Regular assessments on health and safety systems.
The Health and Safety Committee met three times during the year ended 1 August 2025.
The Health and Safety Committee Charter is available on the Group’s website.
TAKEOVER RESPONSE
The Board has implemented protocols that set out the procedures to be followed if a takeover offer is received by
HGHL.
NOMINATIONS COMMITTEE
The Nominations Committee is comprised of non-executive members of the Board and is chaired by
Graeme Popplewell. The other members of the Nominations Committee are Warren Bell, Sandra Vincent
and Joanne Appleyard. The Nominations Committee comprises a majority of independent directors.
Where appropriate, the Nominations Committee will make recommendations to the Board on the
appointment of directors.
The Nominations Committee Charter is available on HGHL’s website.
SUSTAINABILITY COMMITTEE
The Sustainability Committee is comprised of HGHL directors and senior employees of the Group, including
directors Karen Bycroft, Joanne Appleyard and James Glasson (also Chief Executive Officer of Glassons
Australia) and senior employees Cameron Alderton (Group Chief Financial Officer) and April Ward (Chief
Executive Officer of Glassons New Zealand).
The Sustainability Committee is chaired by Karen Bycroft. The Sustainability Committee guides HGHL’s
sustainability strategy, monitors how HGHL is tracking against its sustainability goals and makes
recommendations to the Board including around HGHL’s climate related disclosures. The Committee meets
three times each year to review performance and provide strategic input and governance to the Board
where appropriate. The establishment of the Sustainability Committee reflects the importance HGHL
(and the Board) places on sustainability initiatives and climate related disclosures and helps to ensure that
sustainability-related matters are given due regard at the Board level.
The Sustainability Committee Charter is available on HGHL’s website.
CORPORATE GOVERNANCE STATEMENT
63
PRINCIPLE 4 — REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
Financial reporting to shareholders and the market is in accordance with generally accepted accounting principles
applied in New Zealand, and in compliance with relevant legislation and NZX requirements.
The Board has adopted a Market Disclosure Policy which outlines the obligations of HGHL and relevant HGHL
personnel in satisfying HGHL’s continuous disclosure requirements. A copy of the Market Disclosure Policy is
available on HGHL’s website.
HGHL is responsible for ensuring it meets its continuous disclosure obligations under the NZX Listing Rules and
acknowledges that the intent of these rules is to enable shareholders and the investment market generally to be
promptly informed of any events that may be price sensitive in regard to HGHL’s share price.
SUSTAINABILITY
The Group publishes a sustainability report on an annual basis (refer to the Group’s sustainability report on page
(6) of this report). The Sustainability Committee appointed by the Board has to date developed the following key
areas of focus for the Group in relation to environmental, social and governance factors:
— environmentally sustainable certified fabrics and product stewardship;
— supplier partnerships and ethical factories;
— the Group’s carbon footprint, climate change preparations and environmental impact;
— diverse workforce and safe working environment for all; and
— team career development.
CLIMATE- RE L ATE D DISCLOSU RES
HGHL is a Climate Reporting Entity for the purposes of Part 7A of the Financial Markets Conduct Act 2013.
HGHL publicly reports on the Group’s climate-related risks and opportunities in accordance with the Aotearoa
New Zealand Climate Standards. HGHL’s Climate Related Disclosure for the period ending 1 August 2025 will be
published by 30 November 2025 on HGHL’s website at https://www.hallensteinglasson.co.nz/climate-related-
disclosures
CORPORATE GOVERNANCE STATEMENT
CORPORATE GOVERNANCE STATEMENT
64
PRINCIPLE 5 — REMUNERATION
“The remuneration of Directors and executives should be transparent, fair and reasonable.”
Details of directors’ and the former Group Chief Executive Officer’s remuneration during the year ended 1
August 2025 are shown on page (54 and 57) of this report.
Shareholders are asked to approve any increases to the pool of directors’ fees from time to time as required by
the NZX Listing Rules. Fees are generally established using independent surveys covering New Zealand based
organisations of a similar scope and size to HGHL.
Key executive remuneration comprises a base salary together with short term and long term incentives. Key
executives are eligible for short term incentives each season based on internal profit before tax targets. HGHL
entered into long term incentive arrangements with key executives in the 2025 financial year. The Remuneration
Committee seeks independent advice where appropriate when setting key executive remuneration.
HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of
all non-executive directors and senior management with the aim to ensure that remuneration is fair and
appropriate. A copy of the Remuneration Policy is available on HGHL’s website.
PRINCIPLE 6 — RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.”
RISK MANAGEMENT FRAMEWORK
The Board is responsible for reviewing and approving HGHL’s risk management strategy. The Board has adopted
a robust risk management framework that identifies and seeks to proactively manage risks throughout the
Group. The Board has placed particular emphasis on integrating climate-related risks into the risk management
framework to ensure the accuracy of HGHL’s climate related disclosures.
HGHL’s risk management framework is structured to identify, assess and manage the Group’s key risks identified
and prioritised by HGHL’s risk matrix and set out in HGHL’s risk register. The risk matrix assesses both the
likelihood and consequence of each key risk concerning the Group. HGHL’s key risks include supply chain, brand
and reputational, cyber and financial risks. The Board regularly reviews risks concerning the Group in line with
the risk management framework.
As part of risk management framework, the Board has also adopted a risk appetite statement which sets out
HGHL’s risk tolerance and allows HGHL to manage reported risks effectively. Any risks that are classed outside
HGHL’s current risk appetite (as set out in the risk appetite statement) are escalated and prioritised for action.
The Board regularly monitors the risk appetite statement and has categorised the different risks concerning
the Group into the following four categories:
— strategic risk;
— financial risk;
— operational risk (people, technology, property and process); and
— operational risk (environment).
Formal reviews of any key risks to HGHL are integrated into the Audit & Risk Committee meetings. The
applicable risk reporting that supports the identified risks are referred to at each Audit and Risk Committee
meeting where necessary.
RESPONSIBILITY FOR RISK MANAGEMENT
While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit & Risk
Committee reviews the reports of management and the external auditors on the effectiveness of systems for
internal control, financial reporting and risk management. Significant risks are discussed at Board meetings as
required. To assist in discharging this responsibility, the Board has in place a number of strategies designed to
safeguard HGHL’s assets and interests and to ensure the integrity of reporting.
INSURANCE
HGHL maintains insurance cover with reputable insurers for most types of insurance risk. All Group directors
and senior managers have the benefit of an indemnity as permitted by the Companies Act 1993 and HGHL’s
constitution. HGHL has also implemented Director and Officer (D&O) insurance cover at HGHL’s cost. Details
of these indemnities and insurance are disclosed in HGHL’s interests register as required.
CORPORATE GOVERNANCE STATEMENT
65
HEALTH & SAFETY
HGHL has health and safety systems and processes in place that includes training employees and recording any
incidents, hazards and risks. These systems ensure HGHL continues to provide a safe working environment for staff,
contractors and customers. HGHL has also established a Health and Safety Committee as part of its commitment to
protecting the health, safety and wellbeing of Group employees – see details of the Committee and its role above.
The Health and Safety Committee, along with senior management, is responsible for ensuring that health and safety
has appropriate focus and is sufficiently resourced within the Group. Senior management work in conjunction with
the Health and Safety Committee to investigate incidents, analyse hazard/incident trends to identify and mitigate
potential health and safety risks and review, develop and monitor compliance with health and safety processes and
procedures. Health and safety is a consistent item on the Board’s meeting agendas to keep all directors informed of
the Group’s performance across a range of measures.
The Board and the Health and Safety Committee receive detailed reporting on health and safety performance
including health and safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health
and safety forum meetings. There has been minimal lost time due to incidents or injuries over the last financial year.
HGHL continues to work to mitigate risk both in store and in its distribution centres.
All staff are trained on health and safety procedures as part of their induction, including training on working from
height, manual lifting and personal safety. Registers are kept of potential hazards at each store and regular reviews/
audits of compliance with health and safety processes and procedures are carried out. The Group also provides an
Employee Assistance Programme to support with employee wellbeing.
HGHL places particular focus on safety in its distribution centres and regular risk assessments are carried out. Risks
identified by HGHL in its distribution centres include material handling equipment (forklifts), heavy/light vehicles,
working at height, falling objects, manual handling strains/injuries and fatigue; slips, trips and falls. HGHL ensures that
all forklift and heavy machinery operators are licensed accordingly and have completed appropriate certified training.
Daily equipment inspections are performed, site inductions are carried out with all visitors, staff and contractors, and
controls are implemented where risks are identified as part of hazard risk assessments.
HGHL has implemented a digital reporting system that records injuries, hazards, aggressive behaviour incidents and
overt theft. This digital reporting system has improved HGHL’s understanding of the nature and number of incidents
that impact its teams and allowed HGHL to respond with solutions tailored to suit individual circumstances. It has also
directed HGHL toward any improvement needed in equipment available for use in its stores and distribution centres.
HGHL encourages its staff to report all injuries including minor scrapes, tweaks, and scratches so that HGHL can
ensure it is providing the safest possible working environment and as a check that the training HGHL provides stays
relevant to the work environment. HGHL’s statistics include customers who may have suffered a medical event or
similar incident while visiting its premises.
HGHL has engaged Raise, an employee assistance programme (EAP) provider, to offer counselling to support all
team members across the Group. Access to the counselling support offered by Raise is not limited to only helping
address work related challenges that an employee may be experiencing.
During the 2025 financial year the Group recorded 132 injuries, 23 near misses and 205 sessions initiated by Group
employees with Raise. There were no instances of fatalities from work related ill health or injury.
PRINCIPLE 7 — AUDITORS
“The Board should ensure the quality and independence of the external audit process.”
The Audit & Risk Committee is responsible for overseeing HGHL’s external audit arrangements. Ensuring that external
audit independence is maintained is one of the key aspects in discharging this responsibility. The Audit & Risk
Committee has adopted an Audit Independence Policy to assist the Committee in meeting this responsibility.
The Audit Independence Policy covers the following areas:
— Provision of related assurance services by the external auditors.
— Audit partner rotation.
— Relationships between the auditor and HGHL.
— Approval of auditor.
The Audit & Risk Committee will only recommend the appointment of a firm to be auditor if that firm would be
regarded by a reasonable investor with full knowledge of all relevant facts and circumstances as capable of exercising
objective and impartial judgement on all issues encompassed within the auditor’s engagement. The Audit & Risk
Committee must recommend the approval of significant permissible non-audit work assignments that are awarded to
an external auditor. A copy of the Audit Independence Policy is available on HGHL’s website.
HGHL’s external auditors are required to be available at each annual shareholders’ meeting.
CORPORATE GOVERNANCE STATEMENT
AREAS OF DIVERGENCE FROM THE NZX CORPORATE GOVERNANCE CODE DATED 31 JANUARY 2025
NZX Code Principle
NZX Code
Recommendations
Key DifferenceStatus
To ensure an effective
board there should
be a balance of
independence, skills,
knowledge, experience
and perspectives
2.9 An issuer should have
an independent chair of the
board.
During the reporting
period, the chair of
the Board was not an
independent director.
The Board has determined that
the chair of the Board, Warren
Bell, is not independent because
of his close business connections
with HGHL’s largest shareholder,
Timothy Glasson.
HGHL does not follow Code
Recommendation 2.9 because:
(a)
the benefit of Mr Bell’s skills
and experience as Board
chair outweigh any actual or
perceived conflict of interest
arising from his relationship
with the major shareholder; and
(b)
the Board as a whole comprises
a majority of independent
directors.
In lieu of not following Code
Recommendation 2.9, the Board
ensures that Mr Bell also recuses
himself from deliberations and
decision-making around matters
where an actual or perceived
conflict of interest might arise
over something that relates to
Timothy Glasson’s interests. The
Board has approved this alternative
governance practice.
66
INTERNAL AUDIT
HGHL does not have an internal audit function. The Board is confident the key risks of the business are being
adequately managed without an internal audit function and that the internal control framework is operating
effectively, including through the risk identification and management processes outlined on the previous page.
PRINCIPLE 8 — SHAREHOLDERS’ RIGHTS AND RELATIONS
“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.”
HGHL releases all material information to the NZX as required by the NZX Listing Rules, and also posts any key
announcements to HGHL’s website at https://www.hallensteinglasson.co.nz/stock-exchange. Other key information,
including annual reports, HGHL’s constitution and key corporate governance documents are also posted on HGHL’s
website for ease of reference. Consistent with best practice and HGHL’s continuous disclosure obligations under the
NZX Listing Rules, external communications that may contain market sensitive data are released through NZX in the
first instance. The Board approves all communications with shareholders.
HGHL shareholders are provided with the option of receiving communications from HGHL electronically. HGHL’s
website also includes a section on investor communications and HGHL welcomes investor enquiries.
HGHL ensures notices of annual (and any special) meetings of shareholders are posted on HGHL’s website at least
20 working days prior to the meeting, in line with Code Recommendation 8.5.
HGHL refers any significant matters, as required by the Companies Act 1993 and the NZX Listing Rules, to shareholders
for approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead of the meeting or by poll
if attending the meeting in person.
SHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 26 SEPTEMBER 2025
RANGE
HOLDER
COUNT
HOLDER
COUNT %
HOLDING
QUANTITY
HOLDING
QUANTITY %
1 to 499598 11.8 125,035 0.2
500 to 999468 9.2 321,310 0.5
1,000 to 1,999982 19.4 1 , 297,0 8 3 2.2
2,000 to 4,9991,378 27. 2 4,149,250 7.0
5,000 to 9,999787 15.5 5,179,802 8.7
10,000 to 49,999746 14.7 13,388,464 22.5
50,000 to 99,999 65 1.3 4,316,566 7. 2
100,000 to 499,999 26 0.5 4,668,414 7. 8
500,000 to 999,999 3 0.1 1 ,745 , 2792.9
1,000,000 Over 10 0.2 24,457,858 41.0
Total5,063 59,649,061 100
67
SHAREHOLDER INFORMATION
RANKNAMEUNITS% OF UNITS
1Timothy Charles Glasson10,709,27817. 9 5
2Citibank Nominees (New Zealand) Limited — NZCSD
1,864,5963.13
3New Zealand Depository Nominee Limited
1,836,3373.08
4Accident Compensation Corporation — NZCSD
1,780,0092.98
5HSBC Nominees (New Zealand) Limited — NZCS
1,665,2392.79
6BNP Paribas Nominees (NZ) Limited — NZCSD
1,645,1842.76
7Custodial Services Limited
1,416,1262.37
8Forsyth Barr Custodians Limited
1,263,9002.12
9HSBC Nominees (New Zealand) Limited — A/C State Street — NZCSD
1,229,3342.06
10FNZ Custodians Limited
1 ,0 47, 8 551.76
11JCG Trustee Limited
671,7581.13
12Tea Custodians Limited Client Property Trust Account — NZCSD
573,5210.96
13Joanna Hickman
500,0000.84
14
PT (Booster Investments) Nominees Limited492,2920.83
15JBWere (NZ) Nominees Limited
410,1590.69
16
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited —
NZCSD
391,1030.66
17NZX WT Nominees Limited
319,6770.54
18GMH 38 Investments Limited
230,0000.39
19Graeme James Popplewell
203,6040.34
20
JPMORGAN Chase Bank NA NZ Branch-Segregated Clients ACCT —
NZCSD
188,5500.32
Totals: Top 20 Holders Of Ordinary Shares28,438,52247. 6 8
Total Remaining Holders Balance31,210,53952.32
TOP 20 SHAREHOLDING AS AT 26 SEPTEMBER 2025
68
SUBSTANTIAL PRODUCT HOLDERS
As at 1 August 2025, HGHL's only substantial product holder was Timothy Charles Glasson. Mr Glasson held
10,709,278 ordinary shares in HGHL at that date according to both disclosures made by Mr Glasson and HGHL’s
records. The total number of voting securities (fully paid ordinary shares) of HGHL as at 1 August 2025 was
59,649,061.
ANNUAL BALANCE DATE
PRELIMINARY PROFIT
ANNOUNCEMENT
REPORTS AND ACCOUNTS
P U B L I S H E D
HALF YEAR RESULTS
INTERIM DIVIDEND
ANNUAL GENERAL MEETING
01 AUGUST
SEPTEMBER
O C T O B E R
MARCH
APRIL
DECEMBER
AUDITORSAUDITORS
PRICEWATERHOUSECOOPERS
BANKERSBANKERS
ANZ BANK
NEW ZEALAND LTD
REGISTERED OFFICEREGISTERED OFFICE
L E V E L 3
235 – 237 BROADWAY
NEWMARKET
AUCKLAND 1023
TEL +64 9 306 2500
POSTAL ADDRESSPOSTAL ADDRESS
PO BOX 91 – 148
AUCKLAND MAIL CENTRE AUCKLAND 1141
SHARE REGISTRARSHARE REGISTRAR
COMPUTERSHARE INVESTOR SERVICES LIMITED
PRIVATE BAG 92119
AUCKLAND 1142
TEL +64 9 488 8700
WEBSITESWEBSITES
HALLENSTEINGLASSON.CO.NZ GLASSONS.COM
HALLENSTEINS.COM
CALENDAR
DIRECTORY
HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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